Wintertide
by lalalei
Summary: When winter comes to Breezie Blossom, it heralds the arrival of a danger that threatens all of the ponies. Ponyville, Butterfly Island, and Unicornia must unite to deal with this threat-and in the process, remember things and friends long forgotten. G3-G3.5verse.
1. Chapter 1

The Breezies weren't sure when it began or how it started, but when it came, they all felt its effects.

It started off small—flowers weren't growing as fast as they should, the soil was getting harder to work with, and there was a crispness to the air that wasn't there before, even when they'd gone to help Rarity last fall. Being a resourceful sort, the Breezies decided to simply work twice as hard.

Every Breezie put her back (and wings) into their work to ensure flowers grew when they should, that Breezie Blossom was as warm as they could make it, and that their flower and mushroom homes were well protected from anything bad that could happen.

And, for a while, it worked.

But the cold didn't let up, and the problems steadily worsened.

"Tiddlywink, look," cried a lavender Breezie poking at a drooping rose stem. "I went out to take my morning shower and the leaf was dried up!"

"Tra-La-La, check this out! I buried these seeds last week but they're not growing at _all_," shrieked a white Breezie, prodding the ground with her shovel.

"Hey, Zipzee, it's getting awfully cold, don't you think," asked an orange Breezie, hurriedly flapping her wings to keep warm.

Day after day, more and more complaints and worries were voiced, and the air grew colder still. The Breezies did their best to adapt to the changes, gathering many small flowers to use instead of larger ones, and trying to stimulate the seeds that were still growing.

Despite the attempts to maintain a sense of normalcy, Breezie Blossom was getting colder by the day. The cold wasn't just in the air or soil anymore, either. All the inhabitants could feel it—a worrying sort of chill that spread even to their wings and antennae, along with a strange fatigue. Some Breezies fell asleep mid-flight and had to be carried to their homes, and others simply snuggled in their flower petal beds much longer than normal.

Yet even these problems were put on hold by taking shifts, with temporary watches in case someone nodded off or didn't show.

Then came a problem that the Breezies couldn't ignore or work around.

One still morning, a scream pierced the cold air.

"Help! My house has shriveled up," sobbed Azalea Bloom.

Zipzee, Tiddlywink, and Tra-La-La flew to see what was wrong—and what they saw made all three Breezies gasp in horror.

The giant tulip that Azalea Bloom had called her home—the kind that _many _Breezies called home—had begun to wither away, leaving a dry, rust-colored shadow of a flower behind.

Zipzee flew to the top of the flower and sniffed experimentally, for once hoping her allergies would kick in. But the shriveled tulip was scentless, and when she tried to open it to examine it further, pieces of it crumbled against her hooves.

"…I don't know what's going on," Zipzee admitted, "but until we find out what's happening, you're welcome to stay at my house. If you want, we'll help you move your bed."

"That's so selfless of you, Zipzee," Tiddlywink remarked, impressed by her friend's generosity. "If you want, you can stay at my house, Azalea Bloom," she offered.

"No, she can stay at mine. It's no trouble! Really," Tra-La-La chimed in.

The three Breezies thought, then smiled and clasped antennae, creating tri-colored clouds of magic and pollen. "Then it's settled—together it is!"

"You can stay at _all_ our houses until we can help you find a new flower, Azalea Bloom," Zipzee decided.

The blue Breezie pulled all three of them into a hug and went to check her belongings—and then let out a big yawn.

"So sleepy," Azalea Bloom mumbled, managing to catch herself just before hitting the ground.

Zipzee's reassuring smile turned into a frown as she saw her friend shakily fly off.

Small flowers, like those used in Breezie parades, could hopefully be replaced even with all that was going on. But large flowers and mushrooms like the kind that they lived in… If they all shriveled like that tulip had, the Breezies would _all_ be homeless. And what was with these bouts of tiredness? It _had_ been getting colder, but…

As she pondered over what to do, an icy wind passed through Breezie Blossom. The little pony shivered.

"We need to figure out what's happening, and fast," Zipzee decided.

####

Moving Azalea Bloom out was a strenuous task. It took all day, and while Zipzee, Tiddlywink, and Tra-La-la had agreed to visit Ponyville to ask about what was happening, the three of them _also_ agreed to do it the following morning when they weren't so tired.

Morning came early for Breezie Blossom, but Zipzee was late getting up. She shivered a bit under her blanket, wiped at her eyes with a hoof, then slowly opened her eyes and looked around. Was it her imagination, or did her house seem a bit weightier than before? The room seemed colder and a bit more compact, as if under stress, but the door, at least, seemed fine.

Zipzee fluttered to the door and pushed.

It didn't budge.

"Why won't it open," she muttered, pushing harder.

With a jolt, the door popped open, and Zipzee flew headfirst into a mound of cold, white crystals that had gathered outside; she gasped from the sudden shock. Zipzee pushed out of the white substance and gasped. Whatever this stuff was, it was cold, heavy, and all over Breezie Blossom—even their houses! It looked like the entire place had been painted white. Her own rose's stem was sagging from the added weight, and Zipzee feared that if any more pressure was added the flower might break.

Carefully, the little Breezie fluttered to the top of the flower and pushed at the substance with a hoof. It gave a little, but there was too much for one Breezie to move alone. Zipzee knew that she would need help.

"Tiddlywink! Tra-La-La! Help," she called, anxiously flying to her friends' houses—and even more anxiously noting the presence of the same cold stuff blanketing their flowers as well. This wasn't good at all.

Tiddlywink poked her head of out a window. "What's-"

A pile of the stuff falling on her head interrupted her. Shivering, the purple Breezie flew in a circle to keep herself warm. "W…what is this stuff!?"

"I…" Zipzee frowned, putting a hoof to her head in thought. Something about it felt _familiar_, but…she couldn't place it. "I don't know," she said finally.

Tra-La-La, covered in the substance, flew up to her friends in a panic. "This stuff is so cold I can barely fly! We need to get to Ponyville right now!"

Zipzee and Tiddlywink nodded. "Let's go then—together," they said, clasping antennae once more.

The rest of Breezie Blossom was the same as it was near their houses—cold, windy, and covered in the mysterious stuff. But as they reached the outskirts, the Breezies noticed the landscape changing almost immediately—outside their flowery home it was warm, even hot, and beautiful flowers dotted the landscape. The sun and scent of flowers rejuvenated them briefly. Zipzee sniffed at one and promptly sneezed, sending her flying back into her two friends.

"Are you alright," asked Tiddlywink.

Zipzee nodded. "I think it's my summer allergies," she guessed.

That made Tra-La-La frown.

"But if it's summer out here, why is Breezie Blossom so cold? As far back as I can remember it's always been…"

She yawned.

"…Warm and sunny!"

Zipzee didn't know the answer to that question either. "Let's keep moving," she decided. "Whatever this is, I'm sure the ponies can help."

####

Ponyville was as sunny and warm as its outskirts, and the residents were eager to help their little friends. Sweetberry offered them rainbowberry cake and milk after the long flight, Wysteria gave them some of her prized flowers to help them stay awake, and Sunny Daze regaled them with stories of surfing and summer fun. When they had rested enough, every pony that was able gathered at the town square to listen to the Breezies' story.

"Breezie Blossom has been getting colder and colder," Tiddlywink began.

"It got to the point where our houses started to fall apart," Tra-La-La continued.

"And when we woke up this morning, Breezie Blossom was covered in this cold white stuff," Zipzee finished.

"Cold white stuff," the ponies said at once. The Breezies nodded.

Then Skywishes gave a bright smile. "Oh! You mean snow!"

"Snow?" asked Zipzee.

"Yes, yes, yes! Snow," said Razzaroo, flicking her tail.

The Breezies were confused. "What _is_ snow," asked Tiddlywink.

"You don't know about snow," Pinkie Pie asked, raising an eyebrow. Then she brightened. "Oh, that's right! You weren't here two winters ago—not that I blame you with the Here-Comes-Christmas Candy Cane crisis and all."

"What's winter," Zipzee interrupted.

"_Whoa_. You don't know about winter, too," asked Sunny Daze in disbelief.

"Well…we know about spring, summer, and fall—mostly from visiting you," Zipzee explained. "And we've heard _you_ talking about winter sometimes. But Breezie Blossom is warm all year round, and no one ever told us what winter _is_."

Rainbow Dash stepped forward with a toss of her mane. "Allow me to explain!"

The Breezies waited anxiously.

"Winter is a time when the world gets colder, darling. There's less daylight, snow begins to fall, and—"

"Snow is cold,"interrupted Minty. "But it's not like it's bad! You get to drink hot cocoa, sing holiday songs, snuggle up by a fire, wear the _warmest_ pair of minty green socks you can find, and all sorts of other stuff!"

Rainbow Dash seemed a bit put off. "May I continue?"

Minty nodded, sheepish.

"As I was saying, snow covers the land, and flowers and trees…well, they go to sleep until spring arrives."

"Why would they do that," asked Tra-La-La.

Rainbow Dash thought, troubled.

"Because they need their rest, darling. It's just something that happens every year—well, every year in Ponyville, at least. But it's summer here, and from what you've told us I don't think Breezie Blossom has ever had snow before…"

She was interrupted by the sound of a cleared throat. Master Kenbroath Gilspotten Heathspike, known commonly as Spike the Dragon, stepped forward, concern evident on his face.

"Rainbow Dash, if I may," added Spike. "You said that during winter the flowers go to sleep until spring. Given that the Breezies are very connected to their flowery home, perhaps their tiredness and fatigue are connected to the state of Breezie Blossom and its flowers."

Rainbow Dash gasped. "B-but that can't be, Spike, darling. If that were true, then all the Breezies would…"

"Go to sleep," Zipzee finished with a contented, dreamy yawn. Her eyes began to close, and she began to flutter this way and that before landing safely in Wysteria's mane.

"Oh my," Wysteria said, gently pulling the little Breezie out and cupping her in her hooves. "She's sound asleep!"

Tiddlywink and Tra-La-La soon fell asleep as well. They landed, tangled together, in Sweetberry's outstretched hooves. The pony held them with the practiced care that comes from a lifetime of baking sweets. "Hey? Breezies?"

There was no response except the relaxed, deep breathing associated with the heaviest sleep.

"They're _all_ asleep! Oh, darlings, what do we _do_," cried Rainbow Dash, who was beginning to panic.

"The only thing we can do, Rainbow Dash," said Pinkie Pie. "We have to help them out!"

At that, all the ponies in Ponyville, despite their worry, were rejuvenated. Helping came naturally to them, and even if they didn't know what was _causing_ this localized, sudden winter, they had ideas to make life easier for the Breezies until a solution could be found.

"The first thing we have to do is go to Breezie Blossom and find the other Breezies. If they're asleep, we'll need to take them here to get them away from the cold," Pinkie Pie declared. "Skywishes, Razzaroo, and Sparkleworks, can I count on you three to help?"

"Got it," the three ponies said in unison.

"I'll give them some of my biggest socks to help them stay warm," Minty offered. "They're not quite as big as flowers, but they should be able to snuggle up!"

"I'll prepare some of my most beautiful flowers for them to lay by," said Wysteria. "The scent of something familiar should at least give them good dreams, and it might help them wake up a little!"

"I'll, like, get the biggest mirror I can find. If I can reflect the light towards their home, maybe that can help warm up Breezie Blossom," Sunny Daze said with confidence.

"Better make it a smaller mirror," said Pinkie Pie. "You don't want to start a fire. As for me, I'll try and find someone who might know anything about this."

"But who would _know_, darling," asked Rainbow Dash. "Spike, do you have any ideas?"

The dragon thought, then smiled. "Ah ha! Maybe it's the Snow Queen! She arrives in her icy carriage and—wait, no, that's just a story. ...I'm afraid I don't know," Spike finished.

"It's okay, Spike. If you can think of anything, let us know," Wysteria said kindly. "Though I wonder...maybe there _is_ a story like what's happened."

Sparkleworks grinned. "If there is, maybe it can give us more ideas on how to fix it!"

"And we _all_ know who loves stories," Minty said. "There are _two_ ponies who do! Storybelle, who has her story club meetings, and...Kimono."

Every pony gasped at the mention of Kimono—except Spike, who had never met her before. "Kimono?" Spike asked.

"Kimono is the keeper of all precious pony legends and lore," explained Razzaroo. "She lives on the outskirts of town! Says it's better for thinking. She's known as the wisest pony in the land."

"She sounds delightful," Spike said happily. "Perhaps we should split up. One of us can visit Storybelle, and the other can visit Kimono."

The ponies had a plan. Now they had to carry it out.

Pinkie Pie gave her friends her brightest, pinkest smile. "Together, I'm sure we can do something about what's happened—and if not, we'll do our best."

Every pony in town cheered. "We'll do our best!"

None of them had any idea that, at this very moment, they were being watched by the source of the Breezies' calamity.

####

Somewhere dark, dank, and dreary—somewhere long forgotten—six figures gathered around a crystal pool. Reflected in it was an image of Ponyville. To the side sat an easel; upon it was an image of Breezie Blossom as it was now—completely covered in snow. The pool's image shifted, and the two matched.

The only creature different from the others spoke first, clearly amazed.

"You sure know your stuff about this painting thing! Remind me to never make you angry, 'cause I don't think even I could've made it that cold for that long."

The artist sighed, worried.

"Was it really that good? It took longer than normal because I had to use long brush strokes. Everything had to be perfect!"

A pat on her shoulder and a voice like music brought comfort.

"Don't worry. Your painting was great. We went for the smallest of them, and it worked perfectly."

There was a raucous, rowdy giggle from one of them.

"Can you _believe_ those Breezies didn't know about winter? Who doesn't know about winter!? I used to play in winter every day, before...before..."

She trailed off, sounding suddenly, deeply heartbroken. A new voice, older, tried to change the subject.

"It's not easy to know about something you've never experienced before, sis. Relax, alright?"

The youngest one there—still only a child—frowned.

"I feel kinda bad for them…but, I guess we _are_ bad, so…"

The older sister sighed, trying to remain focused.

"So, what do we do now?"

This time the creature answered.

"We follow the Master's plan, of course! Oh boy, I can't wait! We'll go out first, into Ponyville. Then you two head to Unicornia. Then _you_ two—"

A sigh interrupted her.

"We know. I've been practicing my song for weeks now."

The artist spoke up.

"Do we head out right away, then?"

A voice, long, low, and deep, reverberated through the air and into their minds. Everyone there shuddered.

"_Head out when you feel the time is right—but remember this. They are __**not**__ your friends."_

Starsong, Sweetie Belle, Cheerilee, Scootaloo, Toola Roola, and Whimsey Weatherbe all nodded.

"…Understood, Master," they said at once.

"_Good."_


	2. Chapter 2

Breezie Blossom was even colder than the Breezies had said by this point, and most of the Breezies the ponies found were already asleep.

One white Breezie who was awake managed only a soft hello before nodding off, and Sparkleworks ran to catch her before she hit the snowy ground.

Skywishes was horrified. "This is terrible! We have to get them back as soon as we can! Oh, I wish things would be alright!"

"It's okay, Skywishes," Razzaroo said, trying to calm her. "We can help by getting them back to Ponyville for now."

Skywishes nodded, and began to search the snow with Sparkleworks.

"Found one," said Sparkleworks, uncovering a sleepy green Breezie under a leaf.

"Got two," said Razzaroo, who'd found two orange Breezies snuggled together for warmth.

"And I have four—whoa," Skywishes yelped, nearly tripping over a Breezie pile in the snow.

When no more Breezies were found, the three ponies headed back, somber. Their little friends were all asleep, many shivering from the cold. As they approached Ponyville the Breezies' sleep became more relaxed, but it was still a very deep sleep.

"No, no, no," mumbled Razzaroo. "This is so sad…"

"It is. But we helped," said Skywishes. "And I bet my wish for things to be okay will come true!"

"We could sure use a wish like that," said Sparkleworks.

Minty and Wysteria were quick to provide the Breezies with warm socks and sweet-smelling flowers once they got back to Ponyville. Sunny Daze set up a mirror to reflect the sun onto Breezie Blossom, taking care that it was medium-sized, as Pinkie Pie had recommended. Zipzee, Tiddlywink, and Tra-La-La were placed together, as they would have wished, and their sleep was contented and peaceful.

In no time, the Breezies were, if not awake, as comfortable as the ponies could make them.

"They don't seem to be in danger," said Cotton Candy, who'd closed the café early to visit. "Temperature's normal, their breathing is fine, wings and antennae aren't damaged, and overall, things seem A-OK. That's good! Right?"

"Since our darling Breezies are safe for now, we should visit Storybelle and Kimono," said Rainbow Dash. Cotton Candy nodded in agreement.

"Agreed," said Spike. "Any volunteers?"

"I'll visit Storybelle," offered Minty. "I visited Kimono for her birthday, and while we both had a lot of fun, I didn't understand what she meant at first when I talked to her. Not that _anyone_ does right away, but—"

"We understand, Minty," Pinkie Pie said with a smile. "You can visit Storybelle, and Spike and I will visit Kimono!"

At that Spike smiled. "I _do_ love stories and legends! Did I ever tell you about-"

"No, but you can on the way," said Pinkie, turning to the others and waving goodbye. Spike frowned a bit, but soon perked up and joined her.

Pinkie Pie and Spike headed for Ponyville's southeastern exit, while Minty headed northeast. The other ponies waved goodbye, and it wasn't just Skywishes who wished them luck—every pony in town wished for any bit of knowledge that could help the Breezies.

They had no idea that it wasn't just the Breezies they should be worrying about.

###

Storybelle's story loft was built into a windmill near the Ponyville lake, south of the giant teapot and north of the Cotton Candy Café. The lower floor was a beautiful library, full of books of every subject. The last time Minty was here, she, Pinkie Pie, and Sunny Daze had heard a story about Star Flight and Heart Bright—two earth ponies who wished for magical wings, but found that in the end it was better to be on the ground with their friends.

Minty knocked on the door. "Storybelle? Are you home? I-it's me, Minty!"

"Good afternoon, Minty," said Storybelle, opening the door and gesturing for her to come in. "What brings you here? Story Club isn't for another three days!"

"Well, uh, I was looking for a story. Something really weird happened to Breezie Blossom! It's cold and snowy, even though it's summer, and we were wondering if there were any stories about something like that!"

Storybelle frowned. "Snow in summer, and in Breezie Blossom? Oh my… I'm not sure if I have such a story, but it can't hurt to look. Follow me upstairs!"

Minty followed her up the stairs and watched as Storybelle stood in the center of the loft, where the sun shone the brightest. The windmill outside began to spin, generating magical, multicolored sparkles of light. The light came in through the window and spun around the room, settling in Storybelle's windmill cutie mark. Her cutie mark began to spin much like the windmill outside, and she turned to look at whatever story would be revealed.

Slowly, images began to form on her cutie mark. It showed a purple pony with a red and white mane painting with a sparkling brush, then a shot of her looking with delight at her painting. Finally, it showed the pony looking surprised and a little scared.

"It's decided," said Storybelle. "_The Magic Paintbrush_! Gossamer, can you fetch that for me, please? I'm not sure where it is…"

At her words, a yellow dragonfly roused himself from sleep and flew to a shelf near the top of the loft. Gossamer pulled it out and flew under it, nearly falling from the weight, but managed to deliver the book to Storybelle. It was a picture book; short, but beautifully illustrated.

"Thank you, Gossamer," Storybelle said kindly. "You can go back to sleep now if you want."

Yawning, the dragonfly flew off, and Storybelle turned to Minty. "Ready to hear the story of _The Magic Paintbrush_? It's short, but I hope it can help you."

"Sure," Minty said, hopping onto a chair.

Storybelle cleared her throat, opened the book, and began to read.

"Once upon a pony, there was a pony who loved mysteries and magic. Her name was Moon Shadow."

She turned the page to show Minty. Moon Shadow was a tall pony with long, thin legs compared to Minty and her friends. Her cutie mark was a crescent moon surrounded by stars, and on the first page she was peering with interest into a blue and purple box.

"One day, while looking through her magic box, she found something she'd never seen before—a sparkling paintbrush."

She turned the page, and Minty let out a gasp at the lovingly drawn brush; every bristle was a different color, and it looked so real it seemed to pop out of the page. "Wow, that's really pretty!"

Storybelle smiled. "Moon Shadow decided that the brush was beautiful, and she wanted to paint with it right away. So after borrowing an easel from her friend, Miss Painter, she set to work."

Storybelle turned the page. Moon Shadow was painting a sky with a full moon and twinkling stars—but both were light pink, like her cutie mark, and the sky was as purple as her body.

"Moon Shadow decided to paint a starry night sky, but used her symbol as reference for the colors—Minty, 'symbol' is an older term for cutie mark."

"Thanks," Minty giggled. "What then?"

Storybelle turned the page. It showed Moon Shadow glancing away from her work to stare at a shining pink light coming from the window.

"When Moon Shadow finished her painting, she noticed that the air felt cooler, and there was a strange light coming from the window of the castle. She went to the window to see what was the matter."

Minty gasped as Storybelle revealed the next page, and read the words along with the pink pony.

"'The sky had changed from day to night in an instant. It was the same color as her painting, and so were the moon and stars!' Wow, Storybelle! So the paintbrush made her painting real?"

"It did, Minty! And look what happened next!"

On the next page, Moon Shadow watched as pegasus ponies crashed into each other, unicorns looked confused, and earth ponies were staring at the sky.

"Moon Shadow saw that the altered sky, while pretty, could be dangerous. Her friends were very confused—Princess Twinkle Star, a pegasus pony, became lost while flying. Golden Glow, a unicorn, found that her magical horn was glowing when it shouldn't have. And earth pony gardeners like Berry Bright would have no idea when to pick flowers and crops!"

"_Wow_. I had no idea one little change could mess so many things up! B-but wait, in this story unicorns, Pegasus ponies, and earth ponies all lived together?"

"That's right! According to this story they all lived in Friendship Gardens, a place in Ponyland!"

"That is so cool! So, Storybelle, what happened next?"

Storybelle turned the page and saw Moon Shadow dipping the brush in water. The facing page had her applying the water to the painting.

"Moon Shadow realized that the magic paintbrush was probably to blame—and so was she. She had to take responsibility for her mistake and fix what she'd done, even if it was an accident. So Moon Shadow decided to erase what she had painted with water. Using the brush, she swept over what she had painted—and in a few magical seconds, the painting was erased."

"How does the story end," asked Minty. Storybelle smiled and continued.

"The sky was restored to the way it was as if nothing had ever happened. Moon Shadow decided to keep the magic paintbrush locked in the box for safekeeping. Perhaps one day she would use it again, and properly, but for now she would remember the magical lesson the brush had taught her. The end."

Minty was glowing with admiration for the storyteller and the wonderful story. But she remembered why she had come to Storybelle in the first place, and she frowned.

"So do you think that's what happened to Breezie Blossom? Maybe the magic brush is real—and someone used it to call down winter!"

Storybelle's face was solemn. "I can't be certain," she said, "but it's a possibility. Every story, no matter how fantastic, has some truth to it."

Minty nodded. "I sure hope they fix it like Moon Shadow did…and if not, we'll have to."

She brightened. "Here, let me put that book away for you—whoops!" As she reached out to take it, Minty tripped and tumbled down the stairs head over hooves. "I'm okay! I better get back to Ponyville and tell the others. Thanks, Storybelle!"

Storybelle waved. "Goodbye, Minty! And watch that—"

Minty tripped again. "I'm okay!"

"…First step."

###

Kimono's pagoda wasn't very far from town, and the walk was short.

"Do you think she'll be alright with seeing a dragon," asked Spike. "You were frightened of me at first!"

"It'll be okay," said Pinkie Pie. "I'll tell her you're friendly!"

"Be sure to introduce me with my full name," he cautioned, and Pinkie Pie giggled. "Sure! Look, there she is."

Kimono was a pink pony with a purple mane. Her cutie mark was a pair of yellow lanterns, and her eyes were a piercing green. At this moment, she was meditating, but when she looked up to see Pinkie Pie she gave a warm smile.

"Greetings," said Kimono. "What brings you here, Pinkie Pie? Is it my birthday again?"

"No, nothing like that—but your birthday was great fun," Pinkie Pie said. "I'm here because of something that happened to Breezie Blossom. It's like winter over there!"

Kimono frowned, but before she could inquire further, Spike approached from behind Pinkie Pie. The pink pony blushed, realizing she'd forgotten someone.

"Oh! And this is Master Kenbroath Gilspotten Heathspike. He's a dragon! We found him sleeping under the castle moat about a year ago. He—"

Spike had seen many reactions to his being a dragon. Some were friendly, while others were frightened, but overall he assumed he'd seen them all.

He hadn't expected Kimono to bow to him.

"The Dragon Emissary," she breathed, awed.

"The what," asked Pinkie Pie.

"An emissary is someone who serves to represent someone," explained Kimono. "Spike, I know about you from the pony legends! You once represented Ponyville as an ambassador."

The dragon blinked, deep in thought. "I'm sure I'd remember _that_," he commented. "Let me think…"

Kimono waited, and when Spike opened his eyes they were clear.

"I _do_ remember," he said at last. "I remember...I had a mission."

He turned to Pinkie Pie. "Do you remember when Rarity was here last fall, how I knew the way to Unicornia?"

Pinkie Pie nodded.

"I knew because I had been there, years ago…and Butterfly Island, as well!"

"Really? What were you doing there? We had no idea those places existed until Skywishes found Star Catcher and Rarity found us!"

Spike frowned. "My memory's hazy there, but I think my mission was…to spin straw into gold? No, that's not it…"

Kimono stepped forward. "I think I know what it was. Pinkie Pie, Spike, listen. Seeing you both here today, and from what you've told me about what happened to Breezie Blossom… I have no doubt in my mind that what I thought was a legend…is true."

Kimono leaned forward, and a sudden, cold wind sprang up, though she paid it no mind. Her mane was swept up in the wind as if by magic. Kimono's eyes closed and she seemed to be listening intently—to something or someone only she could hear.

When she opened her eyes they seemed to be very far away.

"This legend spans many years," Kimono said. "This is a sad and scary story. But it must be told. Are you ready to hear this?"

"We are."

Kimono nodded, and began.

"Many years ago, the three pony races lived apart—but knew of each other, and wanted to live together. The mayor of Ponyville sent her Dragon Emissary—that's you, Spike—out to the other lands. His mission was to prove whether or not the three races could coexist in harmony. To do this, he selected a pegasus from Butterfly Island and a unicorn from Unicornia to live with the others in Ponyville."

"In _our_ Ponyville," Pinkie Pie asked.

"Yes. And, at first, it went well. The legend says that they played games, celebrated together, and even befriended a female dragon all by themselves. But…this is where the legend becomes troubling."

"What happened," asked Spike, concern evident on his face.

"I don't know exactly, Spike. All I know is a force of darkness, of _mistrust_, arrived and conspired to keep the ponies apart from one another—and it succeeded. Following that, Unicornia, Butterfly Island, and Ponyville cut ties with one another. And, in time, they forgot that the others even existed."

"But why would it do that," asked Pinkie Pie, horrified.

"There is a prophecy," Kimono said. "'When the races become one, a light will lead them to a golden age of unity.' I can only assume that the darkness didn't want that."

"A light leading the way, hm? And what of the Breezies," asked Spike.

"There's another prophecy, and this one involves recent events. Are you ready to hear this?"

Pinkie Pie and Spike nodded.

"When winter comes to Breezie Blossom the Forgotten Ones will rise. Ponyville will be plunged into darkness, and Unicornia and Butterfly Island will follow—unless a light can be found to save them all."

"The Forgotten Ones? Who are they?"

"It doesn't say…and I'm afraid my knowledge ends there."

Pinkie Pie and Spike nodded, determined. "Whatever this is, we will see it through. That I promise," said Spike, bowing and turning away.

Pinkie Pie turned to leave along with Spike, but Kimono stopped her. "Wait, Pinkie Pie. There's one more thing."

"Yes?"

Kimono was the most serious she'd ever been.

"The Ponyville ponies, the unicorns, and pegasus ponies—and the Breezies, if possible—must work _together_ if we are to get through this. We _cannot_ do it alone, for that is what the darkness would want."

Pinkie Pie thought it over and nodded.

"We won't do it alone, Kimono. I promise."


	3. Chapter 3

When Minty and Pinkie Pie returned to Ponyville, they shared what Storybelle and Kimono had told them. The ponies seemed both excited and concerned about the Magic Paintbrush story, and they were _definitely_ concerned about the legend Kimono relayed. The ponies were unsure what to do about either problem at first, until Rainbow Dash stepped forward.

"I know it's worrisome for us, darlings," said Rainbow Dash, "but we should tell Unicornia and Butterfly Island about this as well. If those Forgotten Ones are really 'rising', we should _all_ be ready."

Pinkie Pie nodded.

"Right. And after that, let's try to help the Breezies!"

Sweetberry smiled. "It'll be sweet. But where do we start?"

A cry interrupted their discussion; the ponies turned to see Razzaroo holding her Ponyville Surprise Birthday Book and looking quite frazzled.

"What's up, Razz," asked Sunny Daze. "Something happen?"

"Well, when I got back from Breezie Blossom, I checked the Official Ponyville Surprise Birthday Book to see if there were any birthdays I missed."

"And _are_ there any," said Rainbow Dash, looking a bit cross.

"That's the thing that's odd! Look at this," she said, flipping the pages. Every pony, as well as Spike, crowded around to look.

The page Razzaroo found was sparkling and very much blank. The label read 'Cheerilee' and had red ribbons around the ends of the pages, dotted with pink flowers.

"Cheerilee? Perhaps it means Cheerilee the unicorn," said Wysteria. "I remember Spike telling me about her! She's Rarity's teacher."

"That's what I thought too," said Razzaroo, who looked very frantic now. "But there's a separate page for that Cheerilee, and it's filled in with birthday photos! Oh, this is terrible! Either this pony doesn't exist, or I've somehow forgotten her birthday for _years_!"

"It's okay, Razzaroo," said Pinkie Pie kindly. "You didn't mean it! And whoever they are, I'm sure we can give them the best party ever to make up for all the ones they've missed!"

Razzaroo seemed comforted at that. "I just hope they're not too mad…"

"How could they be mad? Pinkie Pie is great at planning parties, and you're great at knowing when to plan them," Minty said with a wink.

Rzzaroo blushed. "If you say so…"

Spike cleared his throat, and everyone turned to look. His smiled, but his tone was stern.

"With that matter settled, who should go to Unicornia and Butterfly Island? Someone needs to warn them about the—"

"_Dragon_," Skywishes cried, running into the square. "There's a dragon in Ponyville!"

Spike stared. "Yes, I know. You've met me before."

"N-no, not you, Spike! There's a big. Scary. Orange dragon. And she's headed this way!"

"A big scary dragon?" Minty yelped.

"Headed this way?" Sweetberry squeaked.

"_She_?" Spike exclaimed.

Before any of them could move, a large shadow passed over them. Every pony in town screamed in terror. The dragon was definitely orange; she had brown hair tied with a blue ribbon and purple wings. And she was _much_ larger than any of them, including Spike.

The dragon landed in the middle of the square, right in front of Celebration Castle. A red pony hopped off her back; the pony had a pink mane tied in pigtails, and her cutie mark was pink flowers.

"Hi there," said the dragon.

"Um…hi," said the ponies, still very scared.

"Aw, don't be nervous! I didn't mean to scare you all like that. I'm Whimsey Weatherbe! The great and not-so-scary dragon," she said, offering a hand.

Spike stepped forward. "Greetings, Miss Whimsey," he said with a bow. "I am Master Kenbroath Gilspotten Heathspike…but _you_ can call me Spike."

Whimsey squealed. "Oh my gosh, you're adorable! You're so _short_," she said, flying over and ruffling his hair.

"_Short_," Spike said, sounding put off. "Well, you're awfully tall!"

"What are you doing here," asked Pinkie Pie. "And who's that pony with you?"

The red pony looked very sad. "I'm lost. Whimsey and I were trying to find our way to Unicornia by flying, but we got tired. We saw your town, so we decided to land and ask for directions."

"It's alright, darling. Unicornia is north of here, just past the mountains," said Rainbow Dash.

"Really? Thank you for your help! I'm Cheerilee," the red pony said with a smile.

Razzarroo gasped. "Oh my gosh! _You're_ the birthday pony! We need to get started right away!"

Cheerilee blinked. "Birthday pony? And started with what?"

"Your party, of course," said Pinkie Pie. "Now, let me think…or squink."

Pinkie Pie began to swish her mane and tail around, as if she were dancing. Magic, pink sparkles began to float around with every shake of her mane. Then she lowered herself to the ground and winked. Finally, Pinkie Pie closed her eyes, deep in thought—and pink, magical smoke began to form above her head. After a moment, images began to appear—images of the ponies, Whimsey, and Cheerilee having fun.

"T-that's Whimsey, and me," said Cheerilee. "We look so happy!"

"And there's the Sweetberry Sweet Shoppe," Cotton Candy said with a smile. "Sweetberry works there, and I work at the Cotton Candy Café next door! I'm sure we could make a wonderful birthday cake for you, if we have time!"

"And there's Daffidazey," said Rainbow Dash. "She works at the Petal Parlor! Take it from me, darling—she's the best stylist in Ponyville! You'll love her!"

"T-that's very kind of you," Cheerilee began, "But—"

"I know you and Whimsey have to get going," Pinkie Pie said, breaking free of her Pinkie Squink. "But we need to make up for all the birthdays you've missed, Cheerilee! Please?"

"Well, uh, let me think for a minute."

She leaned over to her dragon friend and whispered.

"Let's play along for now. Then we can catch them offguard!"

Whimsey nodded and whispered back.

"Okay. To be honest, I was kinda hoping you'd say yes. That parlor looks like my kind of thing!"

Cheerilee turned around. "Okay, we'll stay…for a little while!"

At that the ponies cheered. "Happy birthday, Cheerilee!"

"Where would you like to go first," asked Spike.

"Well…"

"How about the Petal Parlor," Whimsey said with a grin. "I love mirrors and clothes and trying new hairstyles!"

"It's _my_ birthday, Whimsey," Cheerliee giggled. "But that sounds like fun to me, too! They need time to get the cake ready, after all."

"The Petal Parlor it is then," Spike said cheerfully. "I'll have you know I had my first ever bath there, and a haircut!"

"Really? Was it nice?"

"Absolutely! Though at first Daffidazey thought I was a pony…"

###

To their relief, Daffidazey had her glasses on and didn't mistake Whimsey Weatherbe for a pony. After the ponies told her about the birthday situation, Daffidazey was more than happy to give Cheerilee and her dragon friend a fabulous hairdo. When Cheerilee balked at having a _new_ do, the stylist smiled and said she'd keep the look—but make it even better.

In a matter of minutes—though it took a bit longer to find a chair that would fit Whimsey—Daffidazey was done.

"You can look now," she said, handing each of them a mirror.

Whimsey squealed in delight; her hair hadn't changed in style, but it had more volume and seemed easier to toss or run between her fingers. "Ah, I _love_ it! You gotta tell me where you learned this stuff!"

Cheerliee's pigtails seemed a bit bouncier and full of life, and she smiled—perhaps genuinely—at the care Daffidazey had taken with retaining her hairstyle. She was the only pony Daffidazey had ever met with pigtails. "This is amazing! Thank you so much!"

"Nothin' to it. You just gotta shampoo thoroughly, rinse well, and run it through your hooves til you get it right! Anything else I can do for your dos?"

"That'll do," Whimsey said. "But before I go, can I borrow this funny little hat? It'd look great with my new hair!"

Daffidazey nodded, but her smile turned to shock when she realized what Whimsey meant. "Wait, don't touch that!"

"Why not? You had it lying right next to these flowers like nobody wanted it!"

Spike stepped forward. "Miss Whimsey, that 'hat' is actually one of Minty's socks. And right now…these socks are housing the Breezies."

"Breezies? You mean those little insect ponies?"

Cheeriliee nudged her with a hoof. "Whimsey! We're not supposed to—"

"You know the Breezies," Minty asked. "How?"

"W-well, uh…" Whimsey stammered.

"No," Cheerilee finished, "but we've heard of them before! They're famous for flowers."

"Right now their home has become like winter," Wysteria explained. "We put them here next to these sweet-smelling flowers and in warm socks so they can rest comfortably while we work on a solution to warm the place up. Spike said that their condition is probably connected to their home being so cold!"

"That's a shame. Hey, maybe I could—"

"No, Whimsey," Cheerilee muttered. "Rememeber what the Master said! And do you want to undo Toola's hard work?"

"Oh, uh…N-never mind, I think the cake's done! Yeah, it's time for Cheerilee's birthday cake. At the Sweet Shoppe."

The ponies looked at each other. Something odd was going on…

"Of course, Whimsey, darling," said Rainbow Dash. "Let's head to the Sweet Shoppe!"

As they headed out, she whispered to Pinkie Pie.

"Stay behind us, darling. I have an odd feeling about all this."

###

Sweetberry's Sweet Shoppe was filled with pastries, cookies, and cakes of all shapes, sizes, and tastes. Whimsey snacked on an entire rainbowberry cake while they waited, and Cheerilee helped herself to a cookie.

"Mmm. Tastes just like Sweetie Belle's," she mumbled.

"What," asked Cotton Candy.

"Nothing. These are so yummy, though! Is my birthday cake ready?"

"Well, yes, and no," Sweetberry sighed. "The cake's done, but you can't have cake without ice cream! And, well…it's more cream than ice. For some reason our freezer isn't working!"

Whimsey flew up in excitement, nearly crashing into the ceiling. "I can fix that! Just bring it here and I'll show you!"

Sweetberry brought out the cake and melted ice cream; Cheerilee gasped at the sight. Even though the ice cream was melted, it looked delicious, and the cake was beautiful. Three layers tall, it was red velvet with white icing and trim—and on it were candies shaped like pink flowers, just like Cheerilee's cutie mark. Five red candles were on top.

"We weren't sure how old you were," said Cotton Candy, "but five is a good number!"

"That looks great! Now stand back," said Whimsey. The ponies obliged, and Whimsey drew back, inhaling air. She exhaled sharply and a burst of cold, icy air came out, freezing the ice cream solid.

"Oops. That's a little too cool," she said.

"That was amazing, Whimsey," Minty exclaimed. "I didn't know you could do that! Can you do other things too?"

"Well, I don't mean to brag, but I also have hea—"

"Cake time," Cheerilee sang loudly, grabbing a fork in her hoof. "And thanks for the help!"

###

When the food was done, Pinkie Pie called everyone to the town square.

"There's something we still need to do for our new friends," she said.

"Friends," Cheerilee muttered. "Yeah, right. Even if it _did_ feel nice…I still have to carry out my mission."

"What's that, darling," Rainbow Dash asked, looking at Pinkie Pie.

"Well, we've done all the things _we_ like to do, especially for ponies with birthdays. But we don't know what _they_ like to do! Cheerilee," Pinkie Pie asked, "what do you love to do?"

Cheerilee turned to Whimsey and winked. This was the perfect opportunity.

"Well…I like to tell stories."

At that the ponies became excited.

"Stories? Oh wow! Storybelle and Kimono would love you," said Minty. "Can we hear one?"

"Sure! Why don't you all gather in one spot—like that—and sit down while I tell it?"

The ponies, along with Spike, did so. Rainbow Dash nudged Pinkie Pie again. "Darling…I think you should sit in the back, behind me."

Pinkie Pie nodded and did as Rainbow Dash suggested.

"Ready, friends," Cheerilee asked.

"We're ready!"

Cheerilee began—but her tone was sharp, sad, and more than a little bitter.

"Once upon a time there were five ponies—"

"And a dragon," Whimsey added. Her tone, too, was harsh.

"Five ponies and a dragon who _thought_ they had friends. They lived in Ponyville together and played together—but it was all a _lie_. Their friends _forgot_ them, and they had no one to turn to but each other and a Master who gave them special powers."

Every pony was enraptured by her words, however harsh—except Pinkie Pie and Rainbow Dash. Unseen by the others, as well as Cheerilee and Whimsey, Pinkie Pie began to nudge her way to the edges of the crowd.

"_Forgot_ them? Oh, darling! You sound so sad," Rainbow Dash cried. "Is this story true?"

"Uh huh. And we're two of the friends that were forgotten."

Rainbow Dash gasped. "Then…are you one of the Forgotten Ones we heard about?"

"Yeah," Whimsey spat. "And _you're_ the ones who forgot us!"

With that, Whimsey Weatherbe exhaled a burst of ice—sharper, solid, and much colder than the air she'd used to cool the ice cream. She aimed at the ground before the ponies, spreading it up and around them, and soon every pony in town was encased in an icy cage—except Pinkie Pie, who was just far away enough to escape. Her mind was racing.

"Better get them inside," Cheerilee called. "That cage will melt in this sun."

Whimsey nodded and grinned. "Why don't we lock them in the Sweet Shoppe? They'll work _great_ as a freezer. We can eat all the ice cream we want while we wait for word from the others!"

Cheerilee laughed at the thought and watched as Whimsey began to shove the cage towards the shop. Spike, Wysteria, and some others pounded on the icy bars, but soon drew back from the cold. They cried for help, but their captors were unmoved.

When Whimsey and Cheerilee had gotten the cage inside, Pinkie Pie began to run.

She ran outside of Ponyville, stopped to catch her breath, then kept running.

She wasn't sure where she was going.

But she knew she had to get help.


	4. Chapter 4

Unicornia was in both a festive mood _and_ a very busy one at the moment. Lily Lightly's Rainbow Lights Party had ended a few days ago, and soon it would be time for their biggest event—the Annual Princess Rainbow Ceremony. Every unicorn was working hard to take down the lights, especially Rarity. At the moment she was at the very top of a tall ladder, leaning precariously against Crystal Rainbow Castle. And she didn't mind one bit.

"Careful, Rarity," Brights Brightly called. "That ladder looks unsteady!"

"I'll be OK! I think," the young unicorn called, oblivious to the danger of falling. She poked at a string of lights with her horn. "Besides, someone has to take down the lights and help put the rainbow ribbons around the castle!"

The pink unicorn smiled.

"I can't wait for this year's ceremony. I wonder who the princess will be? Maybe Garden Wishes. Or Sunrise Song! Or-"

"I'm excited too, Rarity. But since you're the old princess, _you_ need to talk to Cheerilee. She asked for you about five minutes ago," Whistle Wishes said, raising an eyebrow.

"Awww…Okay," Rarity said, hopping down the ladder with a skip and a hop. She missed the last step and fell down, but picked herself up with a giggle. "That was fun!"

Rarity entered the castle and went to the studying room, where Cheerilee the unicorn waited. Cheerilee was a purple unicorn with a pink mane. She was serious, but kind, and she was the pony in charge of instructing the rainbow princess. Cheerilee smiled when she saw Rarity.

"I'm glad you're here," she said. "Rarity, I would like you to help—"

"Clean the Crystal Carriage? I'd love to do that," Rarity said, jumping up and down.

Cheerilee shook her head. "No, not that. Since you're last year's rainbow princess, I would like your help to select the _new_ princess."

Rarity smiled. "That sounds… kinda fun. What do I have to do?"

"You can help me interview potential princess candidates," Cheerilee said. She moved to a purple, blue, yellow, and pink box and took out a sparkling magic wand, holding it up high. "The magic wand will help you select the right ones—and I'll be here if you need any help."

Rarity grinned and took the wand from her mentor, tucking it behind her mane. "This sounds fun! Is there anything special I should look for?"

Cheerilee nodded, proud of Rarity's willingness to ask questions. "Glad you asked! There are quite a few qualities princesses should possess. Since your rainbow color is pink, it would help if the new princess were also pink—though she doesn't have to be. She must also have a horn, and be honest and reliable. When I selected you, it was because I felt you had a creative, boundless energy that would be perfect for creating a rainbow."

Rarity had stopped listening at this point and was playing with a caterpillar by the window. Cheerilee cleared her throat, and the young unicorn blushed, turning to look outside. "I'm listening! Really, I—"

She turned to the window and looked more closely.

"Hey, Cheerilee, look at that! Someone's coming!"

Cheerilee blinked and looked; she could see two young ponies—one white, and one orange—approaching Unicornia. "You're right! We'd better see who they are!"

Rarity grinned. "I hope they like fun and games!"

She and Cheerilee rushed out of Crystal Rainbow Castle just in time to see other unicorns noticing the visitors.

"Look at that," said a lime green unicorn with yellow and purple hair, staring at the small white pony. "She has a horn like us!"

"And the other one doesn't," said a yellow unicorn, looking nervous.

"Let's be nice now," Cheerilee called, and the crowd parted to let them through. "We must welcome them! Has anyone seen Brights Brightly and Whistle Wishes?"

"I have," said an orange unicorn. "I'll go get them."

"And I'll find Lily," said a blue one, trotting off. "Good luck with the visitors! I hope they're nice."

Cheerilee waved to her friends, then waited with Rarity as the two ponies approached. They stopped in front of the entrance and stared at each other awhile before speaking.

"Hi," said the white one. She was the smaller of the two. "I'm Sweetie Belle!" She had a pink and purple mane that was done in curls.

"And I'm Scootaloo," said the orange one, grinning. She had her pink and purple mane tied into a ponytail that hung off to one side.

"Welcome to Unicornia," Cheerilee began. "My name is Cheerilee, and this is Princess Rarity."

"Whoa. I know a Cheerilee," said Scootaloo, eyes wide. "That's the name of my sister! Neat!"

"Did you say princess," asked Sweetie Belle. "Just like in the stories our Cheerilee told us! They wear fancy dresses and go to royal balls!"

Rarity blushed. "Thank you very much! But being a princess for me is all about having fun!"

"Fun?" Scootaloo grinned. "We _love_ to have fun…"

"May I ask what brings you here," Cheerilee said. "You're a unicorn, Sweetie Belle, and we've met the Ponyville ponies, but I've never seen either of you before."

"We just, uh…stopped by to take a look," Sweetie Belle squeaked. "Can you show us around? This place looks so pretty!"

Chheerilee smiled. "We can! We'll guide you through the village. Then we'll show you Crystal Rainbow Castle and the Crystal Dome. That's where—"

"You make the rainbows, right," asked Scootaloo.

Rarity grinned. "Rainbows made here can stretch as far as Ponyville! It's how we send our mail."

Before she could continue, Whistle Wishes, Brights Brightly, and other unicorns arrived.

"Hi, everyone," said Whistle Wishes. "We would've been here sooner, but we couldn't find Lily. I think she's acting shy again!"

"That's alright. I'm sure she'll turn up once she sees how nice these young ponies are," Cheeriliee said with a smile.

Raising a hoof, she turned to the guests. "Sweetie Belle and Scootaloo, these are our friends Brights Brightly and Whistle Wishes. We would all like to welcome you both to Unicornia."

"We're glad to be here," Scootaloo said with a smile—and a wink at Sweetie Belle.

"We're _very_ glad," the young unicorn echoed.

###

Cheerilee decided that a tour of the village would be the first thing on the list. Every house was decked out in either lights or pretty rainbow colors, and many unicorns watched the pair curiously. An orange one and a pink one approached the group, smiling.

"Can I ask something? How did you two find out about us," asked the orange unicorn. She had pink and purple hair, and her cutie mark was a moon and stars.

"It wasn't hard! We'd heard about your colorful rainbows and parties and couldn't wait to join in the fun," said Scootaloo.

"And your pretty rainbow princess," said Sweetie Belle, which caused Rarity to blush again.

"So, what kind of fun stuff do you like to do," asked the pink unicorn.

Sweetie Belle smiled. "I like to bake!"

Scootaloo back flipped into a handstand. "I _love_ fun and games."

At that Rarity grinned. "I like to have fun too, especially with friends! Hey, maybe we can have fun together! Cheerilee, is it okay if Scootaloo, Sweetie Belle and I play together?"

Cheerilee smiled. "All right, Rarity. But wait until after the tour, alright?"

Rarity's smile faded slightly, but she nodded. 'Okay, I can wait a little while…"

"Oh! Before we play, I can bake some yummy cookies. Tours make you hungry," Sweetie Belle said happily.

Brights Brightly licked her lips. "That sounds great! I'm getting hungry already!"

The unicorns, Sweetie Belle, and Scootaloo walked further into the village, towards Crystal Rainbow Castle. As they neared the entrance, a bush rustled—and Lily Lightly jumped out, covered mane to tail in lights. She was a pink pony with light pink, blue, and magenta hair, and her cutie mark was a blue lily with lights pouring out of it. The ponies drew back in shock at first, but soon laughed.

"Surprise," Lily said.

"Wow, Lily," Cheerilee said. "You're not quite as shy anymore!"

"You used to be shy," asked Scootaloo, curious. "I know a couple ponies who are shy too. How did you become more playful, like me?"

"With help from my friends," Lily Lightly said, shaking off the lights. "Last spring, Cheerilee named me princess of all that twinkles and glows. Lights are one of my favorite things, and that's why, every year, I hold the Rainbow Lights Party! This year's party ended a few weeks ago, but there are still plenty of brilliant, shining lights hanging about."

"The lights _are_ very pretty, but that doesn't explain why you're so shy," Scootaloo said, sounding a bit annoyed.

"I'm sorry," Lily said. "I love lights and talking about them!" She giggled—and as she did, her horn began to glow a bright pink.

"Wow," Sweetie Belle said. "Your horn glows!"

Lily Lightly nodded. "That's why I was so shy at first. I felt…different."

"But a firefly taught her that being different isn't a bad thing," Rarity said. "In fact, it makes her shine! And now Lily loves to have fun with us. She probably hid earlier to surprise you!"

"That's right. I'm sorry if I scared you."

Sweetie Belle giggled. "It's fine! You know, I can do magic too!"

The unicorns blinked. "You _can_," they said in unison.

"Yep! I'll show you," she said proudly. Sweetie Belle looked around for a few seconds, then smiled.

"See that ribbon way up there," she said, pointing at a yellow ribbon that had come loose from where it was tied around a pole.

"It's pretty high up," Cheerilee said.

"Watch this!"

Sweetie Belle scrunched her face and concentrated hard. Her horn began to glow white, with magical sparkles emanating from it—and the ribbon began to move by itself until it was tied in a beautiful bow. She stopped, and the horn glow faded.

The other unicorns were amazed. "You did that by yourself," Cheerilee gasped.

"And she's so little," said Whistle Wishes.

Sweetie Belle blushed. "Told ya I have magic! Do you have magic?"

"Well, I have a magic wand," Rarity said. "And together, Cheerilee, Whistle Wishes, Brights Brightly , and I can use our unicorn magic to make a rainbow! Would you like to see one?"

The two ponies looked at each other.

"Ummm, maybe later," said Scootaloo. "Why don't you show us the castle first?"

"Okay! Follow me, everyone," Rarity said.

"That was close," Sweetie Belle whispered to Scootaloo.

"I know—the last thing we need right now is a rainbow," Scootaloo groaned.

"It could be worse, though," the young unicorn pointed out.

Her partner shuddered. "You're right. At least it's not…the _light_."

###

"Sorry about my room being messy," Rarity said with a giggle, looking around at piles of clothes, discarded shoes, and an unmade bed.

"It's okay. I've seen way messier places," Sweetie Belle said.

She dove into a clothing pile, almost getting lost in it until she poked her head out with a laugh. Lily Lightly joined in, and together they spent the next few minutes trying on hats, shoes, and bracelets until the others decided it was time to continue the tour.

"This is our ballroom," Cheerilee said, showing the guests a large room with a skylight. "We have dances and parties here, as well as meetings and general fun."

"Over this way is our 'Hello, Hello' arch. It echoes," Lily said with a giggle.

"You've seen the ballroom. And this," Cheerilee said, opening a door, "is our _ball room_!"

Scootaloo's eyes widened with delight; the room was filled with bouncy balls of every color and size. "Wow!"

Rarity grinned and tucked her wand behind her mane more securely. She ran forward and pounced on a green ball. The momentum bounced her and the ball around the room at dizzying heights and speeds. "Come on, everyone! It's fun."

Scootaloo nodded and leapt on a small purple ball. I'll get you," she called, bouncing and chasing Rarity.

"No, I will," squeaked Sweetie Belle, choosing a medium-sized yellow ball.

The others followed suit, and Crystal Rainbow Castle was filled with the sounds of bouncing and laughter. There were a few times when Rarity or Scootaloo would bounce too close to the window, worrying Cheerilee and Sweetie Belle, but they quickly bounced away with a grin. Lily Lightly had so much fun that her horn was glowing almost constantly, and Brights Brightly and Whistle Wishes shared a big bouncy ball together.

When they finished, every pony there was panting and giggling from the excitement.

"That was really fun! You and I make a great team, Scootaloo," said Rarity. "Let's do it again!"

"Okay! I can't remember the last time I've had this much fun," Scootaloo said with a laugh..

Before they could continue bouncing, however, Cheerilee spoke, sounding out of breath. "Wait a minute. _You_ two may not be tired, but the rest of us are."

Whistle Wishes' stomach growled. "And I'm getting hungry."

"Okay! We can break for lunch. Sweetie Belle can bake with you. She's _really_ good," Scootaloo grinned.

"Sounds good," Cheerilee said kindly. "Shall we go?"

The ponies nodded, and headed outside to the village. Some unicorns poked their heads out doors and windows to watch them; now they didn't seem apprehensive or curious about Sweetie Belle and Scootaloo. They smiled when they saw them and said hello, even using their names.

"It's like we're a part of Unicornia already," Sweetie Belle said with a squeak.

"I know. It's kinda nice. But…they're not our friends," Scootaloo reminded her, whispering.

Sweetie Belle nodded, solemn. Orders were orders, ponies that weren't friends weren't their friends, and they had a job to do.

"We're here," said Brights Brightly, arriving at a small bakery. "We make cookies, cakes, and other goodies here! We're not as well staffed as Sweetberry's Sweet Shoppe in Ponyville, but there's enough here to feed all of us."

"_All_ of you?" Sweetie Belle said as innocently as she could. This would be easier than they thought!

"Yep," Rarity said with a bounce. "What do you wanna make?"

"Hmm…Cookies! With my own magical touch," the little unicorn said with a wink and a twinkle of her horn.

###

It didn't take long for the cookies to be made and ready, and every unicorn in Unicornia was invited to sample Sweetie Belle's cooking. Sweetie Belle herself didn't eat one, and neither did Scootaloo, but none of the unicorns saw this as odd—they thought they must want to make a good impression on the others. Rarity, in particular, took a liking to the treats, saying it was just as good as Sweetberry's. When every other unicorn had at least two cookies, Rarity had three—and asked for a fourth until she realized they had run out.

"Now that we've eaten, anyone wanna play," Scootaloo asked.

"Maybe in a bit. I'm tired," said a lime green unicorn, yawning.

"That's okay. Anyone for hopscotch?"

Several blue and orange unicorns joined in Scootaloo's game—and just as quickly, they, too, fell asleep. Some didn't even make it all the way across the hopscotch board.

"I guess they must be tired…do you have any jump ropes or hula hoops, anything like that?"

"I do," said Lily Lightly. "We can jump rope with this string of lights!"

She took a short string of lights and began to jump; as she did, Rarity joined in, chanting a jump rope rhyme. "Unicorn, unicorn, turn around! Unicorn, unicorn, jump up and down!"

Both unicorns giggled when they missed a jump and were tangled in the lights. Lily's horn began to glow—but soon faded as her laughter was interrupted with a yawn. "I'm tired too," she said, and collapsed onto the ground.

Rarity looked concerned. "Lily? Hey, wake up! You shouldn't be so tired so soon! It's still day time!"

Sweetie Belle and Scootaloo snickered. "I'd be tired too if _I_ ate a magic sleeping cookie," said Scootaloo. "Good thing I didn't—and that I know tons of games to play to wear you all out even more! Come on, let's play tag!"

Rarity realized, for the first time, that the visitors might have less than friendly intentions. "Hey, what do you mean? Why are you doing this?"

Scootaloo grinned. "Cause our Master told us to. He wants to rule your lands and separate you guys, and we're here to help with that!"

"Better make it freeze tag, Scootaloo," Sweetie Belle called. "We don't want them to run into the castle and make a rainbow!"

"_Sweetie Belle_," Scootaloo growled. "They weren't supposed to know that!"

Sweetie Belle looked sheepish. "…Oops."

"Not make a rainbow? Why not," asked Whistle Wishes.

"It can probably repel them," said Cheerilee, beginning to run towards Crystal Rainbow Castle. "Let's hurry and make one! This invasion is…my…fault…"

She faltered, stumbled, and fell asleep inches from the door. Brights Brightly and Whistle Wishes tried to help, using their hooves to help support their mentor—but they were only able to carry Cheerilee a few more feet before falling asleep themselves. The cookies were working.

Soon, every unicorn in Unicornia was fast asleep…except for Rarity, who was beginning to look panicked.

"This isn't fair," Scootaloo whined. "You had tons of cookies! Why aren't you asleep!?"

"Maybe it's cause she's so active," Sweetie Belle said. Rarity, for her part, didn't disagree.

"Aw, but isn't it _fun_ watching me struggle," Rarity said, thinking quickly. "Maybe I'll even fall asleep right…before…your eyes…"

Rarity toppled forward onto the ground, and Sweetie Belle and Scootaloo cheered. "We did it! They're all asleep! Come on, let's lock them in their ballroom—but tie them up first."

"Did you mean ballroom or _ball room_," asked Sweetie Belle.

"…Let's make it the ball room. They can't bounce away if they're tied up," Scootaloo said with a laugh.

Sweetie Belle nodded and concentrated hard, white sparkles again emanating form her horn. The strings of lights, ribbons, and rainbow streamers began to unhook themselves from Crystal Rainbow Castle and the village, floating down to the ground. Scootaloo grabbed the ropes and began to tie the other unicorns up—and as soon as they turned away, Rarity got up and began to run. She had faked falling asleep.

Knowing it wouldn't be long before they turned around, Rarity took out her magic wand and began to twirl it in an infinity pattern, casting the magic up at the sky—and the Crystal Carriage came down from the clouds, pulled by two yellow birds.

"Hurry," she said, hopping in without waiting for the carpet to roll down. "Let's…um…let's just get out of here!"

The birds nodded and took off, and by the time Sweetie Belle and Scootaloo turned around again Rarity was gone.

She was safe for now, but her friends were in danger. Rarity knew both of these facts well.

She wasn't sure where she was headed.

But she knew she had to get help.


	5. Chapter 5

A warm breeze drifted across Butterfly Island, accompanied by fluffy clouds shaped like the insects that gave the island its name. The Rainbow Waterfall, which served as an entrance to the outskirts of Ponyville, seemed more colorful than ever—especially after the brief scare with the missing rainbow colors. The sea looked inviting, the sun was always warm, the coconuts were delicious as ever, and Butterfly Island as a whole was warmer and happier than usual.

Thus, the pegasus ponies were in a happy mood, and they decided to have a party. As word spread, everyone gathered around the rainbow waterfall's pond to plan for the occasion. Some flew in place, while others sat, and some, such as Thistle Whistle, arrived a bit late. When everyone was there, they watched as Star Catcher flew in the middle of their circle and addressed them.

Star Catcher was the pegasus ponies' unofficial leader, and she was known throughout the island for her gentle, generous nature. An entourage of butterflies followed her wherever she went, and they were good friends as well as companions. Unlike every other pony on the island, her wings were long and large, and she had special markings on her head as well as her cutie mark, which was a pink heart with blue sparkles surrounding it. Years ago, when the earth pony Skywishes had needed help, Star Catcher had braved the unknown to answer her call—and found a dear friend that helped bridge the gap between Ponyville and Butterfly Island.

"Hello, friends," Star Catcher said, and everyone said hello back. "If you want to have a party, consider it done—but before that, we need to plan for it. What kind of party should it be?"

"Hmm…How about a nice, quiet party somewhere by ourselves? And please, no flying near the clouds," suggested Thistle Whistle.

Thistle Whistle was a green pegasus with a red and yellow mane, and she was known for being somewhat stubborn and resistant to changes, as well as afraid of clouds. But she was a loyal friend once she warmed up to you, and two winters ago, she had braved her fear to help Minty. Every pegasus pony knew they could depend on her if they needed to.

"That sounds fun for _you_, Thistle," said a light blue pegasus with a cloud cutie mark. "But I'd rather have friends to be with!"

"Me too," said a yellow one with blue and purple bubbles for a cutie mark.

"Sorry," Thistle Whistle said, pausing to whistle nervously between her teeth. "It's just—it's been so long since we've had a real party. I sort of forgot what they're like."

"That's okay," said Silver Glow, smiling. "We'll help remind you!"

Star Catcher nodded and waved her hooves dramatically. "Parties are lots of fun. We have food, games, dancing, singing, and delicious ice cream! Two summers ago, the Ponyille ponies came here for a party! Do you remember?"

All the pegasus ponies grinned at the mention of ice cream; it was one of their favorite foods, and a trait they shared with other ponies.

Thistle Whistle blinked. "_Wow_. Now I remember parties! The ponies from Ponyville brought us that ice cream mountain, and we sang and danced all day! It was—" she whistled—"great!"

"It's okay that you don't like clouds, too," said Cloud Climber, a soft-spoken white pegasus. "I love flying in them, but we can find plenty of other fun things to do so you're not left out!"

Thistle Whistle smiled. "Thanks! Y'know, talking like that makes me miss the Ponyville ponies. We sure had good times."

She turned to the others.

"So, uh, where do we start? Any ideas, Star Catcher?"

"The first thing we need," Star Catcher said, "is food and drinks. We all love ice cream, of course, and I was thinking we could make coconut smoothies to go with them. What do you think?"

Island Delight and Coconut Grove fluttered forward, smiling. "Sounds great! I'll help make the food," said Island Delight. "And I'll get the coconuts—it's in my name," Coconut Grove giggled.

"I can help with the dancing or singing," Thistle Whistle said. "Or whistling!"

"Alright. Is there anything else we need?"

Everyone chattered at once. "Leis and hula skirts!" "Cake!" "Games!"

Suddenly a new voice spoke up—a small voice. Every pegasus turned round and saw Baby Honolu-Loo looking somewhat sad. She was a white pegasus with red and yellow mane, and her cutie mark was a purple butterfly. Baby Honolu-Loo, as her name suggested, was the youngest of all of them, and had yet to properly master her wings. She had been getting help from the others, but flying was still tricky—and that made her feel a bit left out.

"I want to fly," she said.

Star Catcher nodded in sympathy, but soon smiled. "Consider it done," she said. She whispered to her butterfly friends, and they flew under Baby Honolu-Loo, gently lifting her up.

The young pony giggled.

"This tickles! Thank you!"

Star Catcher smiled. We can practice flying while the others get the party materials, if you like. Where would you like to fly?"

Baby Honolu-Loo nodded, and thought. "Hm…Up!"

At her words, the butterflies took her up into the sky, though low enough so she wouldn't be hurt if she fell. Star Catcher followed until she was level with her, and raised her wings up. Baby Honolu-Loo did the same, but couldn't hold it for long.

"I can't do it," she said.

"Try again. We'll all be here for you," Star Catcher said gently.

Baby Honolu-Loo focused again, raising her wings up as high and as long as she could. This time it was much longer, and she grinned when she finally lowered them. "I want to go higher!"

The butterflies obeyed, and Baby Honolu-Loo laughed in delight. From up here she could see much more of the island! "Everything's so small!"

Then she paused, spotting something near the Rainbow Waterfall. "Star Catcher, what's that?"

"What is it," Star Catcher asked, looking to where the young pony was pointing.

"By the waterfall! I see something."

Star Catcher fluttered forward and gasped. "You're right!"

As Star Catcher and Baby Honolu-Loo watched, the specks got larger until they could see that it was an earth pony riding a pegasus pony—and they were headed their way. The earth pony was pink with a yellow, orange, and pink mane and a blue and purple tail. The pegasus was purple, with gauzy, transparent wings and a pink and white mane and tail.

Both of the new arrivals seemed nervous—and so was Baby Honolu-Loo, who flew away from the butterflies on her own, landing safely on the ground before running off. Star Catcher glanced back and watched her go, saddened, but knew that she should welcome the guests first.

"Hello," she said. "I'm Star Catcher. Who are you?"

The pegasus gave a shy smile. "I'm Starsong, and this is Toola Roola. S-sorry if we scared your friend."

Star Catcher smiled. "That's alright. The pegasus ponies who live here on Butterfly Island are very shy."

She paused.

"But…can I ask why you're here? I have to say I'm curious," Star Catcher admitted. "You're the first visitors we've had in a long while!"

Starsong nodded and lowered Toola Roola to the ground, and Star Catcher followed.

"We came here to enjoy the tropical breeze," said Toola Roola, "and m-maybe make friends, too!"

She gave Star Catcher a winning smile, and the pegasus smiled back.

Suddenly, Thistle Whistle, Island Delight, Coconut Grove, and Cloud Climber flew through the trees and approached Star Catcher. Island Delight and Coconut Grove had a handful of coconuts and fruit in their hooves, and the others seemed happy to report back—until they saw Starsong and Toola Roola.

"New ponies that we've never seen before! Ack! M-maybe they're invaders," Thistle Whistle cried with a frightened whistle. At her words, the others cried out and scattered into the trees, leaving only the handfuls of food and coconuts behind.

The others stared.

"Please forgive Thistle Whistle," Star Catcher began. "She goes on flights of fancy at times. I'm _sure_ you're not invaders…"

Toola Roola glanced back and forth, as if nervous, then nodded. "Nope! We sure aren't. And, um…It's okay if they're shy, Star Catcher. Starsong and I are really shy, too. But we love to have fun!"

She blushed and huddled behind her friend, and Starsong backed away a bit. "Maybe we could be shy friends together? Please?"

At her words, Thistle Whistle poked her head out of the trees. "You're shy too," she asked.

Toola Roola and Starsong nodded, and Thistle Whistle fluttered further out of her hiding place. "Y-you're sure you're not invaders?"

They turned to each other, winked, and shook their heads.

"Well…Okay! I'm so sorry for before. I-I'm nervous around new ponies and new places. Skywishes could tell you all about it, if she was here…"

Island Delight and Coconut Grove flew forward too. "And we were the first to agree to meet the Ponyville ponies! So welcome to Butterfly Island, friends," Coconut Grove said with a smile.

Cloud Climber flew up high out of her hiding place and gently touched the ground. "Hey, I know! Maybe you two can join in the party too!"

Starsong smiled. "A party? Toola and I love parties! I'm a very accomplished singer."

"And I love to paint," Toola Roola said. She reached around in her mane and pulled out a glowing, dazzling paintbrush that made the pegasus ponies gasp at the sight.

"That sounds wonderful," Star Catcher said, laughing as her butterfly friends flew in a circle above them. "You can meet our other friends when we get to the center of the island—and don't worry about Baby Honolu-Loo. She's shy too, but I'm sure she'll come out once she sees how friendly you two are."

"And the ice cream. Can't forget that," Thistle Whistle said with a smile.

###

The other pegasus ponies, while shy, warmed up to Starsong and Toola Roola after Star Catcher explained what was going on. They all agreed that the visitors should be included in the party, and after gathering the food, coconuts, and other supplies, the party was close to starting. All that was needed was for Star Catcher to make the announcement.

While they waited, Starsong and Toola Roola decided to chat with the pegasus ponies.

"You said you met Skywishes and the Ponyville ponies before," Starsong said to Coconut Grove. "What were they like? Have you seen them lately?"

Coconut Grove smiled. "Oh, they were so nice! Skywishes was very sweet, and she loved to fly kites and have fun! The Ponyville ponies visited us here on Butterfly Island, and two years ago, we visited them at Christmas! We had a bit of an adventure there, too, thanks to Minty."

She paused, frowning.

"But…we haven't seen them much since then."

Toola Roola seemed sad too. "Do you think they forgot about you?"

The others seemed shocked at the accusation. "No, of course not! I'm sure they've just been busy or something," said Island Delight.

"Yeah! Or maybe they're planning to surprise us," said Silver Glow.

"Maybe…but how do you know for sure?"

"Because they're friends," Baby Honolu-Loo said simply, walking out from behind a tree.

"Speaking of friends," Star Catcher said, eyes shining, "Let's welcome our new friends with a party. And that's a pegasus promise!"

She turned round, as did the other pegasus ponies, and they all twisted their tails together. "Pegasus promise," everyone said.

Starsong and Toola Roola giggled. "That looks fun! But what's a pegasus promise?"

Thistle Whistle grinned. "A pegasus promise is one that can't be broken. And we promise—" she whistled—"you're gonna have lots of fun!"

"I'm sure we will," said Starsong.

###

True to the promise, Starsong and Toola Roola were having fun in spite of themselves.

"Will you fly with me, friend," asked Baby Honolu-Loo.

Starsong shrugged. "I wouldn't call myself a friend just yet…"

The young pegasus whimpered, and Starsong felt guilty.

"But if you want to, then sure! We can fly together!"

Baby Honolu-Loo and Starsong flew from the beach to the tallest palm tree and back again—and together, flying was twice the fun.

As they landed on the beach, they saw Toola-Roola making a sand castle with Star Catcher, with help from the butterflies.

"You're very artistic," Star Catcher commented, smiling as Toola Roola stuck a purple starfish on a sand parapet.

"Thanks. And your butterfly friends are really colorful! Do they speak to you?"

Star Catcher nodded. "They do, and I can speak with them as well. And they're very loyal. They were my very first friends!"

"Really," Toola Roola asked.

"Yes. And between the pegasus ponies and our friends in Ponyville, we couldn't ask for better friends."

Star Catcher paused as the butterflies whispered something to her.

"Oh! They like you and Starsong, and want you to be friends too. Would that be alright with you?"

"Uhh…"

"It's alright. I know you two are shy. They say they'll ask again, when the party's over."

"O-okay," Toola Roola said.

Just then, a pink pegasus with a blue bird cutie mark flew over to the pair. "Ice cream's on, and so are the drinks!"

###

After a refreshing meal of coconut smoothies and the finest ice cream the pegasus ponies could provide, it was time for the conga line.

"Do you want to sing while we dance, Starsong," Star Catcher asked.

The purple pegasus shook her head. "N-no thanks…I'm still a bit shy," she said.

Star Catcher nodded. "That's alright. We can all dance together, then!"

The pegasus ponies, Toola Roola, and Starsong all lined up and began to dance to the beat, while the butterflies provided rhythm and color. Once Toola Roola tripped, but the others helped her up with a smile and continued on.

"That _was_ fun. What's next," asked Starong, who was a bit breathless.

"Kite flying! The best part is that we can fly up high with the kites," said Cloud Climber

Toola Roola turned to her friend and winked. "That sounds great, but…I don't have a kite. I'd like to decorate it, too!"

"We can help get your materials. You have a brush, and we have paints. I know you'd make a wonderful kite," Star Catcher said with a smile, before flying off. "We'll be right back with paper and wood!"

Toola-Roola waved as the others left, then glanced around and above her. When she was sure no one else was around, she turned to Stasrsong and whispered.

"This is a perfect opportunity, Starsong!"

Starsong nodded and grinned. "We have to be extra-careful around them because they can fly, and because Master said they've used the _light_ before. But this will be easier than I thought!"

In short order, the pegasus ponies returned. Thistle Whistle carried a large piece of paper and set it down before the ponies, and Island Delight offered paint.

"Me first," Toola Roola crowed, dipping the glowing paintbrush into a container of brown paint and turning away from the others. Her brush strokes were quick and precise, and she finished quickly. When she was done, everyone crowded around, curious to see her painting.

They found themselves staring at a picture of a large square of wooden branches and twigs—a cage.

"What is it," asked Coconut Grove, curious.

Toola Roola smirked.

"A cage. And you're going in it!"

At her words, one appeared in real life—right behind the pegasus ponies. They gasped.

"Why!? Y-You said you weren't invaders," Thistle Whistle cried.

"Well, _we're_ not invaders. Our Master is," Toola Roola laughed. "Once he separates you pegasus ponies from the unicorns, Breezies, and earth ponies, he'll make everyone forget about everyone else!"

"Unicorns? Breezies? What are you talking about," Star Catcher asked.

"You mean they didn't tell you? Looks like your friends have forgotten about you already," Starsong said, her tone neutral.

"That's not true," Island Delight cried. "Skywishes and her friends haven't forgotten!"

"Then why didn't they tell you about their new friends," Toola Roola asked, seeming genuinely curious.

The pegasus ponies weren't sure how to respond at first, until Star Catcher stepped forward, butterflies trailing behind her.

"Friends may grow distant, Toola Roola, but they're still our friends. And _true_ friends won't forget us." Her tone was stern, but still kind, and it was clear she believed every word she said.

At that they gave a bitter laugh. "Yeah. Just like our friends didn't forget us—but they _did_."

"…How sad," Baby Honolu-Loo said. "But we can still be—"

Starsong stared at the little pegasus with sad eyes. "There's no way I can believe that now…even if we did have fun together."

Standing to attention, Toola Roola pointed at the cage with her brush. "Everybody in or we'll _make_ you go in!"

Some of the shyer pegasus ponies did go in—but others shook their heads. "No way, nuh-uh, I am never ever going in there," said Thistle Whistle.

"Thistle's right. You can't _make_ us imprison ourselves," said Star Catcher.

Starsong grinned. "Oh yeah?"

She opened her mouth and began to sing—and the pegasus ponies stopped where they were. Their eyes began to glaze over and deep, dark swirls appeared within them. With precision, Baby Honolu-Loo flew inside the cage and waited.

"Not good," said Thistle Whistle, trying to shake off the hypnosis by whistling. In response Starsong sang louder, and soon her eyes were vacant as well.

Frightened, most of the other pegasus ponies stopped trying to fight the hypnotic effects, and those that did soon gave out and were caged with the rest. Soon only Star Catcher was left free—and her will was weakening.

"Have to…stop this," Star Catcher groaned, trying not to listen. When this failed she sang a few notes of the song Skywishes and Pinkie Pie had sung for her and her friends when they visited. This didn't last long, but it was enough to clear her head temporarily.

She needed a plan. She needed to get away and get help.

Looking around, Star Catcher saw that Toola Roola seemed to be enthralled by Starsong's singing as well; her eyes were closed. If she could distract them, she could get away.

She turned to the cage, eyes hopeful, but saw that everyone in it was hypnotized—and the door was locked tight.

She turned to Starsong and Toola Roola, but looking at them made the song go through her head that much more. She was weakening.

Then Star Catcher looked at the sky and grinned—her butterfly friends were there, chattering loudly enough for her to listen.

They would help. They always did.

"Look," she said, pointing in their direction. "It's a hot air balloon! It's our friends from Ponyville!"

The butterflies made a shape like a balloon and flew further up, far enough away to conceal their true shape. Starsong and Toola Roola turned to look, and in that moment Star Catcher flew away from them towards the Rainbow Waterfall.

She didn't look back until she was through it, safely on the other side. Landing momentarily, she turned to the waterfall portal and spoke.

"This is a pegasus promise," she said solemnly. "I _will_ return with help."

Star Catcher turned and flew off into the sky.

She wasn't sure where she was flying.

But she knew she had to get help.


	6. Chapter 6

By this time, Pinkie Pie had made her way into a clearing outside of Ponyville, close to the Unicornian forest. She was tired from running, and, unable to go much farther, stopped to rest for a bit.

Meanwhile, Rarity had succumbed to the effects of the magic cookies mid-flight. The Crystal Carriage continued on its own for a while until the birds got tired and landed to rest their wings—and they landed just a few feet away from Pinkie Pie.

Star Catcher flew above the trees, approaching a thick forest, until she spotted the Crystal Carriage, Rarity, and Pinkie Pie. Knowing Pinkie Pie was a friend, and admittedly curious about the carriage, she flew down to meet them.

"Star Catcher," Pinkie cried, running up to her and pulling her into a quick hug. "Am I glad to see you!"

"So am I. Something terrible has happened, Pinkie Pie! Two ponies have invaded Butterfly Island and—"

"Captured your friends," Pinkie finished.

Star Catcher nodded. "Yes. Did something like that happen to you?"

"Yeah. But for Ponyville, it was one pony and a dragon. They locked everyone up in the Sweet Shoppe!"

Rarity yawned and stood up. "You had that too, Pinkie? So did Unicornia! Only we had two ponies invade, too."

She rubbed at her eyes with a hoof, and looked at Star Catcher with wide eyes. "Wow! You have wings just like the Breezies!"

Star Catcher smiled. "And you have a horn!"

Rarity grinned, proud. "Yup! And it helps me make the rainbows!"

Star Catcher turned to Pinkie Pie, curious. "I've never met the Breezies, Pinkie Pie. Are they shy like we are?"

Pinkie Pie seemed saddened. "I'm sorry we never introduced you, Star Catcher. They're really nice! The Breezies are tiny ponies with wings, and they live in flowers! But…something happened to make their home, Breezie Blossom, turn wintry. Minty and Storybelle think it was magic that did it, maybe something like a magic paintbrush."

At that Star Catcher gasped. "A magic brush? I've seen one like that! One of the ponies that invaded our island had one. Her name was Toola Roola, and the pony that was with her was named Starsong. Toola Roola used that brush to draw a cage to contain us, and one appeared almost instantly."

Piunkie Pie gasped. "Maybe she's the reason Breezie Blossom is so cold! She could have painted it to be like winter!"

Star Catcher nodded and moved on. "Starsong sang a song that hypnotized us into going into the cage—but I escaped with the help of my butterfly friends. Those ponies seemed very happy to do what they did, but…"

"But what," asked Rarity.

"But they seemed to enjoy having fun, too. Even though they did bad things, they didn't seem like bad ponies—not entirely. Toola Roola and Starsong played with Baby Honolu-Loo, the youngest pegasus on Butterfly Island, and we even had a party together. If anything, I'd say they were lonely."

Rarity nodded. "I get what you mean! In Unicornia, our visitors were Sweetie Belle and Scootaloo. They were both _really_ young—probably younger than me! We gave them a tour of the castle, and Scootaloo loved playing games, just like I do. Sweetie Belle even showed us her magic—before it turned out the cookies were magic and put us all to sleep! It looked like they were having lots of fun…"

Pinkie Pie stepped forward. "I probably know why that is—but first, let me tell you who we met. We met a dragon named Whimsey Weatherbe and an earth pony named Cheerilee—no relation to your teacher, Rarity."

Rarity nodded. "I remember Scootaloo saying something like that. They're sisters…I think."

"Well, Razzaroo realized Cheerilee had never had a birthday party before! So we all teamed up to give her one. Whimsey and Cheerilee both had lots of fun at the Petal Parlor and Sweet Shoppe. Cheerilee had cake and ice cream, with some help from Whiimsey, and they both got Daffidazey's royal treatment at the Petal Parlor! Whimsey sure liked that."

"There's something I don't understand," said Star Catcher. "Why would they attack us if they enjoyed being around us?"

Pinkie's face grew solemn. "It's something Kimono told us about, Star Catcher. Spike and I went to visit her, and she told us about ponies who had been forgotten long ago. Kimono said that a long time ago, Ponyville was home to a unicorn and pegasus pony! Spike had picked them to live there with the others—Oh, Spike's a dragon, by the way. Wysteria found him and he made her a princess about a year ago, and now he helps us out whenever we need it. He helped us get Rarity home last fall!"

Star Catcher, a bit overwhelmed, simply nodded and motioned for her to go on.

"Kimono then said that these ponies befriended a female dragon by themselves—but soon after, a force of evil and mistrust arrived and split them apart! And that's why we had no idea Unicornia or Butterfly Island existed until we found each other…"

"I think I understand. Did Kimono say anything else?"

Pinkie Pie nodded. "She said that there were two legends. One was about Breezie Blossom—when it became like winter, the Forgotten Ones would rise and plunge Ponyville, Unicornia, and Butterfly Island into darkness."

Rarity and Star Catcher gasped, and Pinkie Pie continued with a cheerful tone.

"But there's something else! She said that a light would be found to save us—and that when all of the pony races are together, a light will lead them to an age of unity. She means we have to work _together_ to fix things!"

Rarity frowned. "But if we had to work together, why didn't you tell us about this?"

"I'm sorry, Rarity! Before we could tell Unicornia or Butterfly Island, they showed up—and we didn't know that those ponies were the Forgotten Ones. Cheerilee told us a story that sounded exactly like what Kimono told us, and when Rainbow Dash asked if it was true, she said it was! Oh, she sounded so _sad_…"

Star Catcher smiled. "Maybe we can help them after we rescue our friends! But I'm also worried about that force of darkness. Both Toola Roola and Starsong mentioned a Master of theirs—if they're the ponies and dragon from the legend, perhaps he's the evil force from the legend."

Pinkie Pie nodded. "That makes sense. Cheerilee and Whimsey mentioned him too! And they told us that their Master granted them their powers."

"Sweetie Belle and Scootaloo said that their Master wants to rule our lands and separate us," said Rarity, fiddling with the wand.

"Starsong and Toola Roola said he intends to make us forget one another," Star Catcher finished, fluttering back and forth.

"So what do we do? I want to go to Unicornia and help out! My friends are tied up and locked in the ball room," Rarity said.

"I want to help my friends on Butterfly Island," Star Catcher said. "They're trapped in a cage, and I made a pegasus promise to come back with help."

"I want to get back to Ponyvillle! My friends are locked in an icy cage in the Sweet Shoppe," Pinkie Pie said.

The three ponies turned away from each other in a huff—but stopped. Arguing was the last thing they needed to do right now.

"Sorry," they said at once.

"It's alright. But...I do feel concerned about one other thing, Pinkie Pie," Star Catcher said, looking somewhat down.

"What's that?"

The pegasus pony flew up a bit, unsure how to begin. "Well...when Toola Roola and Starsong were talking with us, they mentioned the Breezies and unicorns-two friends we weren't told about. And then they said you had begun to forget us and Butterfly Island."

Pinkie Pie gasped, and Rarity did as well. "That's not true, Star Catcher! We would never forget you, or any of the pegasus ponies! True friends would _never_ forget."

Rarity nodded in agreement, and a grateful Star Catcher smiled and hugged her friend. "That's exactly what I told them!"

"Yeah," Rarity said. "I'd never forget you either! I'm sure it's the same with all of us!"

Pinkie Pie blushed and hugged back, a warm, pink light glowing between them for a second before fading as they pulled free from the embrace. Then she smiled.

"How about this? Once this is all done we can all go to Butterfly Island together! And maybe then we could go to Breezie Blossom, Unicornia, and Ponyville! We could celebrate everyone _with_ everyone! It would be the biggest party ever!"

Rarity and Star Catcher both grinned at the thought.

"That sounds like lots of fun! I wish we could do that now," Rarity said, bouncing in place.

"It does. But before we can celebrate, we need to rescue our friends," Star Catcher asked.

Pinkie Pie nodded. "Right. Does anyone have a plan?"

Every pony, as well as the birds on the Crystal Carriage, put a hoof or wing to their heads thought. Somewhat distracted, Rarity began to wave the magic wand—and then gasped, jumping straight up and startling the others.

"I just remembered something! Right as the sleeping cookies started to take effect, Sweetie Belle said that we _shouldn't_ make a rainbow. I bet if we can rescue Cheerilee, Brights Brightly, and Whistle Wishes, together we can make a rainbow and…Um…"

She gave a sheepish grin. "I don't know what it would do, but making one can't be bad for us!"

Pinkie Pie brightened. "Sounds like a plan! And remember Rainbow Dash's postcard? She said she rode on a rainbow! If we're able to help your friends there, we can ride the rainbow to the Rainbow Waterfall, and help out at Butterfly Island! Hopefully we can help the Breezies from there too. And then we'll head to Ponyville. We'll probably need a lot of ponies to help with Whimsey Weatherbe!"

Her friends nodded.

"But… what if we're captured," asked Star Catcher.

No one spoke for a bit.

"Then we'll have tried. And we can't sit here and do nothing! We have friends to save, and parties to plan," Pinkie Pie said with conviction.

"Sounds fun," Rarity said, gesturing with the wand to open the carriage's doors. "Come on! The Crystal Carriage will take us there in no time—but we should use the rainbow afterward. These birds need their rest!"

Star Catcher was so happy she did a midair flip, settling herself into the carriage. "If any of you need help, consider it done. We don't have to go to Butterfly Island right away—they didn't seem to want to harm us, at least. And I know your friends need you as much as mine need me."

"We _all_ need each other, Star Catcher," said Pinkie Pie, stepping into the carriage after Rarity. "And I bet the Forgotten Ones need us most of all."


	7. Chapter 7

The Crystal Carriage landed just outside Unicornia, and Rarity and Pinkie Pie got out. Star Catcher flew beside them, and they looked at the village and Crystal Rainbow Castle with worry. Without the cheer of the unicorns, it seemed lonely and even intimidating—and the threat from Sweetie Belle and Scootaloo hung over them like a dark cloud.

"Well, we're here," Star Catcher said. "But how do we get in?"

"I live there, so I know the place pretty well. You could fly to the ball room window, and—no, there are bars in the way, and the door locks from the _outside_. We'd have to get in through the front gate," Rarity said with a frown.

Star Catcher nodded flew up to get a better view, and gasped. "That will be hard. Sweetie Belle and Scootaloo are right by the door! How can we get by?"

"Hmm. I think a squink," said Pinkie Pie, initiating a Pinkie Squink. As the others watched, in the puffy magic clouds were images of a grand entrance—Pinkie Pie and Star Catcher would ride in on and fly beside the Crystal Carriage, distracting Sweetie Belle and Scootaloo. Then Rarity snuck in behind them, freed the others, and together a rainbow was created, saving the day—though this part was vague, as Pinkie Pie wasn't exactly sure what the rainbow would do.

The Pinkie Squink faded, and she smiled. "What do you think?"

"It sounds like it could work," Star Catcher said.

"Yup! Hop in and the birds will do the rest," Rarity said with a wave of her wand, unlocking the door.

Pinkie Pie stepped in, and Star Catcher flew above them. The Crystal Carriage was pulled towards Crystal Rainbow Castle, and Rarity followed a bit behind, waiting for her cue.

Then the birds stopped, chirping weakly. One wiped at her face with a wing, and Pinkie Pie frowned. "Are you okay?"

The bird nodded and tried to pull them forward, but the carriage wouldn't budge.

"Oh no! They're tired from carrying us here! I'm so sorry," Rarity said, running up to the birds and patting them with her hooves. "What are we gonna do now? Cheerilee and the others are counting on us!"

Before either of her friends could say anything, Rarity raised a hoof to look at the castle gates—and raised her magic wand high.

"I have to do this myself!"

Rarity charged for the gates, waving the wand and producing a small rainbow. While very pretty, it was also very small, and was unfocused without a target. Before it even reached Sweetie Belle and Scootaloo, the rainbow faded—and the magic noises it made drew attention.

Scootaloo saw the remnants of the rainbow, then Rarity, and gasped.

"Look, Sweetie Belle! We missed a unicorn! And she has a magic wand!"

"You're right," Sweetie Belle gasped. "Quick, let's catch her!"

Sweetie Belle looked around and saw an unused string of lights. Her horn glowed and the lights unraveled, floating towards Rarity and wrapping around her. Scootaloo grabbed one end of the lights and tugged Rarity forward, causing her to drop the wand.

It landed on the ground and skidded towards her two aggressors. Sweetie Belle picked it up, curious, and Rarity let out a cry. "Let go! That's my wand—or Cheerilee's wand! It's my responsibility to help pick the new princess!"

"A princess? Cool! This is going right in my box of stuffy stuff," Sweetie Belle said happily, tucking the wand into her own mane.

"It is _so_ weird to hear you say Cheerilee," Scootaloo commented, pulling Rarity closer to the castle gate. "Now quit struggling!"

Just then, Star Catcher and Pinkie Pie ran forward and grabbed the other end of the lights, beginning a tug of war. Rarity grimaced as she was yanked back and forth, and Sweetie Belle stopped and stared at the new arrivals.

"Who are you," Sweetie Belle asked. "And how did you get here? The others were supposed to have caught all of the ponies!"

"I'm Star Catcher," the pegasus said. "And Pinkie Pie and I are here to help our friends."

"That includes you, too," the earth pony added with a bright smile. Sweetie Belle and Scootaloo looked confused, and even upset.

"Uh, hello? We're _not_ your friends. We just invaded your castle and tied everyone up," Scootaloo pointed out with a shake of her mane.

"Yeah! And I'm gonna add Rarity's wand to my stuffy stuff," Sweetie Belle added, indignant.

"I know," Rarity said, wrenching herself out of Scootaloo's grip. "But you had fun before! And fun is better than fighting, if you ask me!"

The Forgotten Ones glared at the other ponies, Scootaloo looking ready to charge and Sweetie Belle's horn starting to glow. Rarity frowned and readied herself to run at them if need be.

Suddenly, Star Catcher flew between them with a shout.

"Wait! I have an idea!"

"You do," Pinkie Pie whispered.

Star Catcher thought a moment, then nodded.

"We can use a game to settle this argument," Star Catcher said with a flourish. She smiled at Pinkie Pie.

"A game? Sounds fun!" Sweetie Belle squeaked.

"What _kind_ of game," asked Scootaloo, still eyeing them suspiciously.

Pinkie Pie looked around and spotted the string of lights—and remembered Rarity jumping rope with Lily Lightly at the last Rainbow Lights Party.

"How about jump rope? Whoever jumps the longest wins. You're good at that, right, Scootaloo?"

The orange pony nodded, jumping up and down

"Of course I am, and so is Sweetie Belle!"

The white unicorn blinked. "I am?"

Scootaloo cleared her throat. "So, what are the stakes?"

"It's simple," Pinkie Pie said. "If we win, you have to let Cheerilee and the other unicorns go, _and_ return Rarity's magic wand to her."

Scootaloo seemed uncertain, but nodded. "And if _we_ win—uh, _when_ we win?"

Pinkie Pie's face was serious.

"If _you_ win, Rarity, Star Catcher, and I will leave Unicornia without arguing. Deal?"

Scootaloo thought…and extended a hoof. Pinkie Pie shook it.

"Deal."

###

The ponies gathered in Unicornia's square, ready to decide the city's fate. Sweetie Belle and Scootaloo stood on one side, while Pinkie Pie, Rarity, and Star Catcher stood on the other. The jump ropes were ready, waiting to be used.

But before beginning, Pinkie Pie had one additional rule.

"No magic or flying allowed," she said, looking at Star Catcher, Rarity, and Sweetie Belle in turn.

"Why's that," asked Scootaloo. "Are you scared of Sweetie Belle's awesome magic?"

"Magic or flying would be an unfair advantage," Star Catcher explained. "And friends earn each others' trust."

The Forgotten Ones scowled at the mention of friends, but Sweetie Belle seemed confused. She pointed at herself and Scootaloo, then at the other three. Satisfied, she spoke.

"You said no cheating, but there's one, two, three of you…and only two of us! That's not fair."

"You're right, Sweetie Belle. But we'll make it fair for you!" Rarity said. "Star Catcher, why don't you be the judge?"

The pegasus nodded, and turned around, twisting her tail with her friends'. "I pegasus promise to not free the unicorns during the game, interfere in any way, or make an unfair call."

Pinkie Pie smiled. "Does that work?"

Sweetie Belle nodded. "You really _do_ play fair!"

"Now let's _play_," Scootaloo grinned, readying her jump rope. The others followed suit.

"Ready…begin," Star Catcher cried.

Immediately, the ponies began to jump rope. Rarity and Scootaloo, being the most athletic of the ponies there, jumped rope at an even, equal pace.

Pinkie Pie was doing well at first, but she wasn't used to jumping for extended lengths of time,a nd went too fast to keep up. After 25 jumps, she stumbled and flopped onto her rope.

"Pinkie Pie's out," Star Catcher called. Seeing her friend looking glum, she added, "Rarity's still in the game."

Giggling over Pinkie Pie's fall, Sweetie Belle lost her concentration and forgot to jump as the rope came down. The jump rope hit her hooves, and Sweetie Belle was knocked onto her backside from the impact.

"Sweetie Belle's out as well, leaving Rarity and Scootaloo," Star Catcher said. The two remaining contestants stared at each other and upped the pace.

"You can do it, Scootaloo," squeaked Sweetie Belle. "Remember your sister, Cheerilee!"

"You go, Rarity," Pinkie Pie cheered. "Uh, remember _your_ Cheerilee, and your responsibility as the rainbow princess!"

Rarity and Scootaloo continued to jump, faster and faster until the ropes were a blur. It was clear neither pony wanted to lose.

They continued to jump, their manes and tails bouncing more and more every second. It was clear, however, that both Rarity and Scootaloo were beginning to tire. Sweetie Belle saw a chance.

"Give up! Your friend lost," Sweetie Belle called.

"There's _no way_ I can give up! This is for _all_ of my friends," Rarity cried, and in that moment Scootaloo's legs gave out. She fell in full view of Sweetie Belle and the other ponies. Rarity followed a second later, but it was that single second that counted..

"Rarity wins," Star Catcher cheered.

Panting, Rarity stood and helped Scootaloo up. "That was fun! Now you let my friends go," she said.

Scootaloo shook her head. "Nuh-uh! I can't let them go even if you won. Our Master wouldn't allow it, and besides, you _cheated_!"

"No they didn't," Sweetie Belle said. "They won on their own. I'm sad you lost, but keeping a promise isn't hard! I'll show you!"

She tugged the magic wand out of her mane and handed it over. "Here, Rarity! This is yours."

Rarity thanked her and put it in her own mane. "Now it's your turn to keep your promise, Scootaloo!"

Scootaloo nodded, suddenly frightened.

"I-I know... I really hope he's not too angry…"

She turned to the others. "Alright. We'll let them go. Come on, Sweetie Belle."

Pinkie Pie, Star Catcher, and Rarity cheered and hugged—but they had all noticed Scootaloo's fear.

###

Scootaloo opened the castle door and led the ponies to the ball room. Sweetie Belle used her horn on the lock, and it opened. Rarity stepped forward and into the room—and all the unicorns there gasped. "Rarity," they cried in unison. "You saved us!"

"How did you do it? We were so worried," Cheerilee cried.

"It wasn't easy, but I had help from my friends," Rarity said, inviting Pinkie Pie and Star Catcher in with a wave of her hoof.

"Pinkie Pie! Good to see you," said Brights Brightly, wiggling a hoof free to wave at her. Pinkie Pie smiled and waved back.

"Wow! You can fly," said Whistle Wishes, staring at Star Catcher.

The pegasus nodded. "I'm Star Catcher! If all goes well, maybe you can meet my pegasus pony friends—after they've been rescued," she said, moving to untie Whistle Wishes.

"Did they get captured too," asked Lily Lightly, looking worried.

"Yes. And so did Pinkie Pie's friends in Ponyville. The Breezies are in trouble too," Rarity said. "And to help everyone out, we're going to make a rainbow, right now! Come on, Cheerilee!"

A startled cry interrupted them; every pony turned to look.

It was Sweetie Belle. She looked very nervous, and almost frightened.

"Um…Um…"

"Yes," Cheerilee asked.

"_Please_ don't make a rainbow," she said. "At least wait until we can get back to Willy-Nilly Mountain!"

Scootaloo nodded. "It's not as bad as the _light_ and all, but…please! We'll leave without any trouble! We promise," she added.

Everyone gasped.

"Willy-Nilly Mountain? Is that where you live," asked Star Catcher.

"Uh huh. It's in the Black Mountains! Right near the old volcano," Sweetie Belle said. "Whimsey used to live there by herself, but now we all do!"

Cheerilee looked very concerned. "Rainbows bring joy and color to the land. Why don't you want to be around one? And what was that light you mentioned?"

Scootaloo and Sweetie Belle said nothing, only staring up at them.

"…Alright," Rarity said. "We'll wait til you leave. I hope you have a safe trip home," she added.

"…Thank you," Scootaloo said quickly, running out.

"Thanks," Sweetie Belle squeaked. "Rainbows are _really_ scary, but the light's worse," she added, running after Scootaloo.

The unicorns, Pinkie Pie, and Star Catcher watched them go. True to their word, the young ponies caused no further mischief and left without incident.

"Wow," Rarity said. "I wonder what that was all about."

"I'm not entirely sure," Star Catcher said, "but they were certainly acting nicer than before. They even thanked us."

"Yeah! And they kept their promise. That's a good first step to making friends," Pinkie Pie said with a smile.

"_Now_ we can make a rainbow," Cheerilee said with a smile. "Follow us to the Crystal Dome!"

###

Cheerilee, Bright Brightly, Whistle Wishes, and Rarity were all gathered under the dome. The other ponies crowded around them, watching and waiting as Pinkie Pie and Star Catcher brief them on the situation.

"We want this rainbow to go to the Rainbow Waterfall," Pinkie Pie explained. "That's the entrance to Butterfly Island!"

"Do you want anyone to come with you? It sounds dangerous," said an orange unicorn with bubbles for a cutie mark.

Star Catcher smiled. "Help is always welcome. It might be hard talking with Toola Roola and Starsong at first, since they're about as shy as my pegasus pony friends…"

"If that's the case," Lily Lightly said, "I'll go! I used to be shy, but I became braver with help from my friends. I can relate to them," she said, giggling and making her horn glow.

"That would be great! Thanks, and welcome aboard," Pinkie Pie said, pulling the purple unicorn into a hug.

"That's very brave of you, Lily! I'm proud of you," Cheerilee said.

"Make us prouder," Brights Brightly said with a wink.

"I will! Is the rainbow ready," Lily asked.

Rarity concentrated, leaning forward so her horns touched the other unicorns' horns. "Almost…"

She opened her eyes.

"Now!"

Multicolored beams of light fired form the unicorns' horns—yellow for Brights Brightly, blue for Whistle Wishes, purple for Cheerilee, and pink for Rarity. The four colors came together and sprang from the dome as a beautiful, magical rainbow that flowed around the room. Everyone gasped at the breathtaking sight, but there was work to be done.

Star Catcher, Pinkie Pie, Lily Lightly, and Rarity all jumped on the rainbow. The unicorns waved goodbye, and the rainbow, with them on it, flew out the window. Soon it was out of Unicornia entirely.

"Butterfly Island, here we come," Pinkie Pie cried.


	8. Chapter 8

The rainbow dipped towards the Rainbow Waterfall, slowing slightly as it neared the landmark. Pink, yellow, and purple water flowed from it, and it looked a bit rough. But it was the only way to Butterfly Island, and time was of the essence.

"Brace yourself," Star Catcher said. The other ponies did so, and Lily Lightly squeezed her eyes shut, somewhat afraid.

The waterfall roared over their heads, but the falls were surprisingly gentle, and they were through them in an instant. The rainbow landed on the soft sand on the beach and vanished when everyone was safely in the ground.

"So this is Butterfly Island," Rarity said, looking around at the trees, ocean, and tropical flowers. "It's really pretty! I wish we had time to make a sand castle."

"Perhaps we can at the party—after this is over," Star Catcher suggested with a kind smile.

Pinkie Pie nodded. "Let's rescue our friends first. _Then_ we can talk parties and fun."

"Where are they, Star Catcher," Lily Lightly asked, looking around with a hoof to her eyes.

"The last time I saw them they were at the center of the island, near the waterfall and pool. I could find them more quickly if I flew, but Starsong and Toola-Roola are likely looking for me. If I get caught…my friends…"

Star Catcher trailed off. She was worried and a little frightened, and her friends moved to hug her. She returned their hugs, but still seemed nervous.

"It'll be okay, Star Catcher. Friends stick together! We'll help you and the other pegasus ponies no matter what," Pinkie Pie said.

"Yeah! We could head to where you last saw them for now. If they're not there, we'll look somewhere else," Rarity said.

Star Catcher smiled and hugged her friends. "Thank you. I feel better now! Shall we get started?"

The others nodded, but Pinkie Pie shook her head. "Before we go…"

"Yes," Star Catcher said.

"There's a chance Starsong may sing again and try to control us like she did your friends," Pinkie Pie said quietly. "We should try and stop that from happening, if we can."

The ponies nodded and looked around. Then Rarity's eyes lit up as she spied a tropical flower with a long stem.

"Hey, maybe we could use some of these flowers as earmuffs!"

"That sounds great," Pinkie Pie said, moving to pick one. "Uh, they grow back, right?"

"They do," Star Catcher said, moving to put one on her head. Then she saw Rarity's flower earmuffs, and laughed. "We look funny!"

Pinkie Pie giggled. "We do! But hopefully it'll work."

Lily giggled as well, her horn lighting up. "I feel more confident now! Let's go find your friends!"

Star Catcher smiled, nodded, and led them through a clearing of trees. After walking for a few minutes, they stopped. The ponies could hear noises, muffled through the earmuffs.

"What's that," Lily whispered.

"Don't know. Let's get closer," Rarity said.

Slowly, they approached the source of the sounds. Peeking out from behind a tall, thick tree, the ponies saw the source—Starsong and Toola Roola were in front of the wooden cage, talking.

"Any sign of Star Catcher," Toola Roola asked.

"No. I searched the entire island! I have no idea where she went," Starsong said. "This could be bad, especially if my song wears off…"

"Well, she'll have to come here eventually. This is where her _friends_ are," Toola said, wrinkling her nose at the word.

Starsong giggled. "Yeah, and then when she does, we can lock her up with the rest!"

"This isn't good," Lily Lightly whispered. "They know Star Catcher will be here!"

"Well, we can't give up," Rarity said. "When times are bad, friends help each other."

"Then let's go _together_," Pinkie Pie said with a smile and a wink. "I bet they won't expect all of us!"

Star Catcher nodded and motioned for them to gather together. As one, the ponies walked forward—and when the ponies in the cage caught sight of them, their eyes lit up. The butterflies chattered, excited, and Thistle Whistle gave a whistle of joy. It seemed the very sight of friends was enough to break the hypnosis, if only slightly.

Starsong and Toola Roola were shocked at this, and when they saw Star Catcher, Pinkie Pie, Rarity, _and_ Lily Lightly, they backed away.

Starsong turned to her partner. "Do you have a Plan B?"

Toola Roola began to panic. "I—I gotta draw something, quick! But what?"

She looked across the island, at the sea and the rolling, butterfly-shaped clouds. An idea struck her.

"I know! A storm! It's going to be tricky, but—"

"Wait," Rarity cried. "Please don't make a storm!"

"Why not," Toola Roola asked.

"For one thing," Pinkie Pie began, "a storm is big and powerful. Something that huge could damage the whole island!"

From the cage, the pegasus ponies and butterflies murmured in agreement. "It could hurt our friends, too," added Baby Honolu-Loo.

"For another," Lily Lightly said, "A storm makes everything dark! I don't know about you, but I'm glad my horns glows at night!" She giggled. "It's like having my own nightlight!"

"You're afraid of the dark too," Toola Roola asked. Lily nodded, and the earth pony smiled. "Wow! We have something in common!"

Then her face faltered. "But I know you're going to be in danger. That's part of the point."

"Yeah. And you'll never be able to free the pegasus ponies in a storm," Starsong added. "Toola, go for it!"

Toola Roola turned to a nearby tree and took out her brush, but Star Catcher flew forward and stopped her, eyes wide.

"Please don't! If you do you'll be in danger too!"

The artist blinked. She hadn't expected _that_ response. "But it's our job to—"

"I know," Star Catcher said. "But think! If you make a storm you'll be swept up in it too. And if your brush goes missing there would be no way to stop it. Please, reconsider."

Toola Roola thought, and slowly nodded her head.

"Alright. But…why are you so worried about us?"

"Because that's what friends do," Star Catcher said simply.

At that word, the ponies' anger flared. "You're _not_ our friends! You forgot us," Starsong yelled. "And we have to do what our Master tells us—stop you!"

Thistle Whistle let out a piercing whistle that caught their attention. "Quick, let's free the others," Rarity cried. The ponies nodded and ran for the cage,

Starsong turned to her partner, worried. "What do we do, Toola? We can't use your brush!"

"Uh…Um…Quick! Sing!"

Pinkie Pie was moments away from the cage door, ahead of the others—until Starsong began to sing. The earth pony stopped in her tracks, and the others gasped. Had the earmuffs failed to work?

Then she turned round and winked, setting her mouth to a neutral expression. Quickly, the others followed suit, and the ponies pretended to be under their control. Lily Lightly and Rarity moved in front of the Forgotten Ones, and Star Catcher faced the cage door.

Toola Roola and Starsong cheered. "All right! We did it!"

The artist blinked. "Um…Now what?"

"Um…I guess they go in the cage too? Hey, purple unicorn," Starsong ordered. "Open the cage!"

"Actually," Lily said, "my name's Lily Lightly. These are Star Catcher, Pinkie Pie, and Rarity."

Everyone stared, and Lily gasped as she realized what she said.

"Um…uh oh."

"She was faking! But how," Starsong cried, flying up in dismay then she spotted something attached to Lily's mane. "W-wait, her ears! She must have covered them!"

"We _all_ did," Star Catcher said. "Your song can't affect us. So, will you please let my-"

"I'll fix that," Toola Roola said, drawing out her brush. Quickly, she began to paint grey lines on a nearby tree.

A sudden wind picked up, sweeping everyone's earmuffs off into the sky—except for Star Catcher, who chased hers and managed to put them back on.

But by the time she did, Starsong had begun to sing. And this time the ponies weren't faking being hypnotized. Their eyes were blank, with deep swirls, and they moved in unison.

Toola turned to Starsong.

"_Now_ what?"

Starsong thought. "Not sure. M-my singing voice is starting to give…Hey, I know!"

She turned to the ponies, fluttering up and pointing at Star Catcher.

"Everyone! Catch her!"

Star Catcher flew some distance away from the others and landed on the beach.

"Scared," Toola Roola asked.

Star Catcher said nothing and waited. As her friends moved towards her, she made no attempt to run or fly away, and she didn't seem to be afraid like Toola Roola thought.

As Pinkie Pie moved forward, Star Catcher met her charge—and pulled her into a hug.

Both Pinkie Pie and Star Catcher began to glow with a warm, pink light that made the Forgotten Ones reel back, eyes closed tightly. Breaking free from the hug, Star Catcher saw that Pinkie Pie's eyes and demeanor were normal. The hypnosis had been broken.

"Star Catcher," she began, "I'm so sorry!"

"It's all right, Pinkie Pie. Our friendship is stronger than any spell," Star Catcher said with a warm smile.

She turned to Rarity, then Lily Lightly, and hugged each of them in turn. Each time, a warm light shone from their bodies that made Toola Roola and Starsong wince—and freed the ponies from the effects of the song.

"I'm sorry for giving us away," Lily said, head lowered. "I messed up."

"It's okay, Lily," Rarity said. "We forgive you!"

Pinkie Pie nodded. "Yeah! Friends forgive others' mistakes. And speaking of friends…"

Star Catcher turned and opened the cage door, freeing the pegasus ponies and the butterflies. The butterflies swooped around the ponies in joy, and nuzzled close against Star Catcher before trailing behind her.

"You saved us," Island Delight cried.

"Way to go," Coconut Grove said, doing a loop-the-loop in joy.

"You're all our heroes," said Silver Glow.

"Thank you so much, everyone," Star Catcher began. "But I couldn't have done it without help from my dear friends."

The ponies all cheered, but stopped when they saw Toola Roola and Starsong, looking glum.

"Um, what do we do about Toola Roola and Starsong," Thistle Whistle asked. "S-should we let them go free after all they did?"

Star Catcher thought. "Well…"

The Forgotten Ones winced.

"Yes."

"What!? Why," Toola Roola and Starsong cried in unison.

"Yeah, why," Thistle Whistle said. "They were really—"she whistled—" mean to us!"

Star Catcher nodded. "I forgive them. There's room in my heart for every pony, Thistle Whistle—and they shall never be forgotten again."

Starsong and Toola Roola were moved to tears. "Y-you'll really let us go home?" Starsong asked, voice quivering.

"Really. We have no intention of keeping you here—but please, don't harm anything else."

"But that's just it," Toola Roola sighed. "We _did_—no. _I_ did."

At that, Star Catcher looked concerned. "What do you mean?"

"Um…Uh…"

Toola Roola began to cry. "I was the one who brought winter to Breezie Blossom. It was my brush and my painting. It was even my _idea_! I'm sorry…"

Pinkie Pie stepped forward, her tone serious, but still kind. "You saw what happened to the Breezies, right, Toola Roola?"

She nodded.

"Well…If you feel bad about it, you can always fix it! If a pony makes a mistake, she learns from it," Pinkie Pie continued.

"I-I can't! The Master wouldn't allow it. But…"

"But what," Lily Lightly asked.

"Well…I'll think about it," Toola Roola said. "I promise."

"I feel bad about controlling you all," Starsong admitted. "I remember, back when _we_ were remembered, how I used to sing and have everyone sing along. I-I sort of miss those days," she said quietly.

"Well, there's always a song in Ponyville or Breezie Blossom," Pinkie Pie said.

"Same with Unicornia! We love to sing," Lily Lightly said.

"You've heard our music on Butterfly Island," Star Catcher said with a smile.

"I, uh, I'll think about what you said too. Come on, Toola," Starsong said.

She turned to leave, motioning for Toola Roola to follow her—but Baby Honolu-Loo's voice stopped them both.

"Wait, friends," she called, fluttering forward.

In her front hooves, the baby pony held out two flowers, one red and one green.

"For you," she said, offering one to each of them.

"…Thank you," the Forgotten Ones whispered together.

Toola Roola took the red flower and Starsong the green one, putting them in their manes—and they left Butterfly Island quietly, without a single act of mischief.

"I sure hope they think about things," Pinkie Pie said.

"Me too," said Thistle Whistle, sounding moved. "They seemed so sad! I-I hope somehow we can be friends. Even if they are scary sometimes."

"I do as well. But right now we have to help Pinkie Pie and her friends in Ponyville," Star Catcher said. "Would anyone like to come along? It may be scary…"

Baby Honolu-Loo stepped forward. "Can I come," she asked, fluttering up—and dropping onto the soft sand.

"Maybe when things are peaceful," Star Catcher said with a smile.

She turned to the others. "Thistle Whistle, would you like to come? You _were_ right about Toola Roola and Starsong. We could use your ideas and advice."

Thistle Whistle gulped, but when she spoke, she was serious. "W-well, I've been to Ponyville before, and whatever scary thing is there, it can't be worse than clouds."

She paused, letting out a nervous whistle.

"_Please_ tell me it isn't clouds."

"It isn't clouds," Pinkie Pie said. "But it is a pony and a drago—"

Thistle Whistle smiled. "As long as it isn't clouds I don't mind! Let's go! Uh, how will we get to Ponyville? Star Catcher and I can't carry all three of you…"

"We'll help," said Coconut Grove. "Island Delight and I can help carry our friends to Ponyville! It's the least we can do for saving us!"

"Thanks again," added Cloud Climber. "The next time you come to Butterfly Island, we'll have a party like no other!"

"I can't wait to be there," Pinkie Pie said cheerfully. Hopping onto Thistle Whistle, she waited as Lily Lightly and Rarity went with Coconut Grove, and Island Delight. Star Catcher flew in front, leading the way.

"Good luck out there," called the pegasus ponies.

"Thank you! I'll be back soon," Star Catcher called back.

The pegasus ponies took off, and Pinkie Pie smiled and waved—but inside, she was thinking about what to do next.

They would all need luck when they reached Ponyville.


	9. Chapter 9

The outskirts of Ponyville were quiet as the pegasus ponies landed, and the normally happy, cheerful town beyond was silent as well. Lily, Rarity, and Pinkie Pie hopped off of their friends, and Star Catcher smiled at them.

"Thanks for the ride," Lily Lightly said with a giggle, her horn glowing.

"No problem," Coconut Grove said. "You're our friends, and friends help each other."

"Good luck with helping _your_ friends, Pinkie Pie," Island Delight said, smiling.

The pink pony smiled back. "Thanks! You two have a good journey back!"

The two pegasus ponies nodded and turned to fly away, but Star Catcher stopped them. "Wait a moment," she said, and flew to hug them both. Thistle Whistle followed suit, and in the end, Coconut Grove and Island Delight flew off only after receiving a hug from everyone.

"That helped my nerves," Thistle Whistle said, punctuating her statement with a confident whistle. "So where do we go?"

Pinkie Pie stepped forward. "When I was running away, Cheerilee said that they'd lock the ponies up in Sweetberry's Sweet Shoppe. That's near the Cotton Candy Café!"

"Then what are we waiting for," Rarity asked, bouncing a little. "Let's go!"

"Wait, Rarity. There's a problem."

Rarity paused. "Yeah?"

Pinkie Pie frowned. "They're _inside_ the Sweet Shoppe. I think they said they were going to eat all the ice cream there! And since it's locked, we won't have a way to get in!"

"Oh no! N-not the ice cream," Thistle Whistle cried. "I love ice cream!"

"I'm sure they can make more, Thistle," Star Catcher said. "But we _do_ have a problem…"

"Maybe my magic wand can unlock the door," Rarity said, taking it out and making a small rainbow appear.

"Or Star Catcher and I could try to open the windows," Thistle Whistle added with a whistle.

"That could work, but then they'd know we were coming. And there isn't much room _inside_ the shop to move around—if we didn't do something quickly, we'd be frozen too," Pinkie Pie said.

"Maybe…No, I'm not sure if that would work," Lily Lightly sighed.

Pinkie Pie perked up. "What is it, Lily?"

"Well," the purple unicorn began, "I was thinking that if we can't get in, maybe they could come out! But I'm not sure how."

Pinkie Pie smiled. "That's a good idea! I think it can work, too."

Lily blushed. "Thanks!"

"So what do we do, Pinkie Pie," Thistle Whistle asked.

The pink pony smiled and gestured for them to come closer. When they did, she spoke in a hushed tone.

"Here's the plan. I remember that Cheerilee said they'd wait for word from the others. If we can make a fake note from the other Forgotten Ones, I'm sure that will get them to come out!"

She frowned. "I feel bad about tricking them, though."

"Well, maybe we could make something else, then," Lily Lightly said. "It's Cheerilee's birthday, after all!"

At that Pinkie Pie's eyes lit up. "You're right, Lily! Now I have an even _better_ plan!"

"Is it fun," Rarity asked.

"And not too scary," Thistle Whistle added.

"Is it something we can all help with," Star Catcher finished, curious.

Pinkie Pie nodded and initiated a Pinkie Squink, motioning for the others to watch. "Now here's what we're going to do…"

###

The ponies had gathered materials from other houses and shops, as Pinkie Pie had directed, and the plan neared completion. All that remained now was to lure Whimsey Weatherbe and Cheerilee out—and Pinkie Pie stood forward, ready to do just that.

"Good luck," the others whispered, and she gave them her pinkest smile. Clearing her throat, Pinkie Pie stepped towards the Sweet Shoppe.

"It sure is a good thing I escaped," Pinkie Pie said loudly, aiming her voice towards the Sweet Shoppe. "Now I can rescue my friends from Cheerilee and Whimsey!"

She waited.

"I said, it's a good thing I—"

At that the door burst open, and Cheerilee and Whimsey strode out. They looked angry—and a bit larger than the last time Pinkie Pie had seen them.

"I ate too much ice cream," Cheerilee moaned, brushing her mane out of her eyes.

"You're tellin' me," Whimsey groaned. "I ate so much I might explode!"

Pinkie Pie frowned. They didn't seem well, and while the plan called for them to simply see her and chase her to where the others were, her instinct to help overrode her own idea.

"Hi there," Pinkie Pie said, walking up to them. "Are you two feeling okay?"

Upon seeing her, they seemed much better.

"It's the escapee," Cheerilee gasped. "Quick, Whimsey! Freeze her!"

"Uh, sure thing," Whimsey said. Inhaling, she expelled air at Pinkie Pie—but instead of an icy blast, it was a warm draft that pushed her back slightly, causing her to sweat.

"Wow," Pinkie Pie gasped. "That sure was warm. I bet something like that could help Breezie Blossom!"

"Whimsey! That was your heat breath, not cold," Cheerilee said, annoyed.

"I-I know, but…Oh, I was just so cold after all that ice cream," the dragon said with a flick of her hair.

"It's okay. Just get her this time," Cheerilee said.

Hearing that, Pinkie Pie stepped back, and when an icy bolt came, she started to run towards the Ponyville Park—where her friends awaited them.

"She's getting away! Quick, hop on my back," Whimsey said. Cheerilee hopped on, and the two of them took to the skies. From high above, they could see Pinkie Pie easily. Whimsey blew more ice at Pinkie Pie, but the earth pony ran faster, ahead of it.

"Once upon a time there was a little pony that stopped running because it was hopeless," Cheerilee called down. Pinkie Pie felt herself slowing down, but the urge to help her friends—as well as the Forgotten Ones—pushed her on.

_If I can reach the park_, she thought, _it'll be all right_.

Whimsey Weatherbe and Cheerilee continued the chase until they saw her reach what looked like a large park. It had a funhouse shaped like a giant birthday present, as well as a podium in the very center. Balloons decorated every corner of the structure.

"Is _this_ where she's hiding," Whimsey asked.

Glancing down, she saw Pinkie Pie running into the funhouse.

"Guess so," Cheerilee shrugged. "Can you follow her in?"

"That's what these wings are for," Whimsey said with a grin, spiraling down to the funhouse. Cheerilee got off her back, and both of them went inside, cautious.

Inside, it was dark. The walls were a hot pink, and on the other side of the funhouse was a slide.

Suddenly they heard a giggle and saw a pink, glowing light. Lily Lightly ducked around a corner just ahead of them.

"Who was that," Whimsey whispered.

"Not sure. Let's check it out," Cheerilee said back.

They approached the source of the light, but stopped at the sound of gentle laughter and the tittering of butterflies. Looking up, they saw Star Catcher zoom away from them, closely followed by her butterfly friends. Whimsey blew ice at them, but by the time it reached the spot where they were, they were gone.

"There's more of them," Cheerilee realized.

Then came a happy whistle. "Sure are," Thistle Whistle said. "Pinkie Pie helped us!"

"Awright, no more Miss Nice Dragon," Whimsey said, flying up to snatch at Thistle Whistle. Thistle Whistle flew out of the way and out the door.

"How many _are_ there," Cheerilee groaned.

"Just one more," called Rarity, sliding down the slide ahead of them. "You already know about Pinkie Pie."

Frustrated, Cheerilee and Whimsey followed Rarity down the slide. Rarity turned a corner, towards the square, and they followed—and stopped in their tracks.

There, on the podium, was Pinkie Pie—with a sign that read "Happy Birthday, Cheerilee!" Next to her were two presents, one big and one small.

"W…what is this," Cheerilee asked.

"The best part of _any_ birthday! The surprise party," Pinkie Pie said. "But first, let me introduce you to my friends!"

The other ponies ran out from the funhouse, and they all smiled at the pony and dragon.

"I'm Rarity," Rarity said. "Life for me is all about having fun!"

Star Catcher swooped down, followed by her butterfly friends. "My name is Star Catcher, and these butterflies are some of my closest friends."

Lily Lightly stepped forward with a wave. "I'm Lily Lightly. It was my horn you saw glowing," she said, laughing a bit to demonstrate. "Sorry if I scared you!"

Thistle Whistle flew in from behind them with a proud whistle. "My name's Thistle Whistle! I live on Butterfly Island!"

Cheerilee gasped. "Butterfly Island? A-and there's unicorns too! Then Starsong, Toola Roola, Scootaloo, and Sweetie Belle must have failed…"

She frowned. "Well, we won't fail! Once upon a time there were five ponies who stood still and didn't move as Whimsey Weatherbe froze them solid!"

The ponies halted.

Whimsey inhaled deeply, and blew a cold, icy breath that froze Rarity, Star Catcher, Lily, and Thistle Whistle where they stood. She was just about to freeze Pinkie Pie when the pony spoke.

"Wait! Don't you want to hear about your presents?"

Whimsey held her breath to the point where she turned blue.

"_What_ presents," asked Cheerilee.

Pinkie Pie gestured to the presents behind her.

"For your birthday, of course! Whimsey can get one too, even though it's technically not her birthday."

"Wow. That sounds…really nice. But what's the catch," Cheerilee asked, a look of suspicion crossing her face.

Pinkie Pie smiled. "It's simple. All you have to do is let my friends in the Sweet Shoppe go and promise not to hurt us afterward. Then, we'll give you your presents!"

"P-please think about it," Thistle Whistle said, her teeth chattering.

"Yeah, please do," Whimsey said. "Oh, I just love presents! The Master never gave you _anything_ for your birthday!"

Cheerilee thought, glancing from the ponies to the presents and back again.

"…Well... "

"Yes?"

The red pony smiled. "Okay! Whimsey, please unfreeze them, and we'll all head to the Sweet Shoppe!"

###

In the Shoppe, the ponies were still in the icy cage—and the room had gotten even colder with Cheerilee and Whimsey's absence. Some were still trying to free themselves, while others were asleep. Other ponies were talking, fighting the cold as best they could.

"I wish, I wish, I wish it was as warm as it is outside," Skywishes shivered.

They all started at the sound of footsteps and the rattle of the door being opened.

"Do you suppose it's Pinkie Pie, darlings?" Rainbow Dash said, eyes hopeful.

"I certainly hope so," Wysteria said, nuzzling against Sunny Daze for warmth. "M-my mane is freezing!"

"And my scales are frozen," Spike moaned.

"Even my socks aren't helping," cried Minty.

The doors opened, and the ponies' faces fell—it was Whimsey Weatherbe and Cheerilee.

"Oh no," they cried in unison.

"Aw, relax," Whimsey said. "We're letting ya go!"

In the next instant, she blew out a warm breath that melted the cage.

"We're free," the ponies cried, hugging one another. "Thank you, Whimsey!"

The dragon blushed. "N-no one's thanked me since…well…"

Spike stepped forward. "If I may ask, Miss Whimsey, why the sudden change of heart?"

"Come outside and you'll see," Cheerilee said, waving them out.

Curious, the ponies followed the two out and into the warm summer sun—and they saw Pinkie Pie there, along with Rarity, Lily Lightly, Star Catcher, Thistle Whistle, and the butterflies.

In her hooves, Pinkie Pie held out the presents.

"Thank you so much for keeping your promise. And to keep my promise, and as a token of friendship—or, well, whatever you'd like to call it—these presents are for the two of you."

Whimsey took the large one and opened it, gasping with delight. She pulled out a large pair of floppy blue socks. "Oh my gosh! It's a pair of funny little hats! They're perfect!"

Pinkie Pie smiled. "They're actually two big socks. But you can wear them as hats if you want!"

"I hope those aren't _my_ socks," Minty said. Then she brightened. "But even if they are I'll knit new ones!"

Rarity grinned. "Now for your present, Cheerilee. This is from all of us!"

Pinkie Pie's face fell slightly. "I only wish the Breezies could have helped out…"

Wysteria patted her on the shoulder. "It's alright. You know they would if they were able!"

Cheerilee opened it and gasped. In the box was a small, shining charm bracelet. The charms were miniature books—something that, as a storyteller, Pinkie Pie guessed she would like.

She held it to the light and placed it carefully around her hoof, tears forming in her eyes.

"A charm bracelet…Wow…"

"Happy birthday, Cheerilee," the ponies cheered.

"T…thank you…"

Pinkie Pie smiled. "Oh, and please don't worry that your Master would be angry at you! You can tell him that it's our fault that you didn't capture us."

Cheerilee nodded, her smile fading slightly. "I guess it kind of _is_, huh? I just…never thought you'd still be so _nice_ to us!"

"It's okay, Cheerilee. There's room in my heart for everyone—and from what I've seen in my life, that applies to every pony here today," Star Catcher said with a warm smile.

"I know the Breezies would love you too," Rarity said. "They warmed up to me really fast!"

"I think for now, though, you should head on home," Pinkie Pie said. "It's a long journey to Willy-Nilly Mountain, and everyone there must be waiting for you!"

"You know where I live," Whimsey gasped.

"Uh huh. And, well…you did promise not to hurt us," Pinkie Pie reminded them.

Cheerilee and Whimsey nodded. "O-okay. We'll go home…But before we do…Thank you again."

Cheerilee hopped on Whimsey's back and they flew off together.

As soon as they started off, the ponies hugged Pinkie Pie. "Thank you so much for helping us," Razzaroo cried.

'yeah! I thought we were goners for sure," Sunny Daze crowed.

Pinkie Pie blushed. "Thanks! But the credits should be shared among my friends. We all worked together to free you, and earlier we freed Unicornia and Butterfly Island! We couldn't help Breezie Blossom just yet, but I'm sure we can given enough time."

"And if we work together, anything's possible," Minty said.

"Look, there they go," called Star Catcher, watching Cheerilee and Whimsey fly outside of town.

The rest of the ponies watched them go, happy that the danger had passed without much incident—but some of them looked troubled.

"Do you think they'll come back," Wysteria asked, worried.

"They might. And if they do, we should be ready for it," Pinkie Pie said.

"Lily and I will head back to Unicornia. We'll be sure to tell you if anyone or anything shows up," rarity said.

"Thistle Whistle and I will do likewise," Star Catcher said.

"We will too, then," Pinkie Pie said. "We'll all be on alert!"

"I agree," said Spike. "But we should especially beware of their Master. He is, after all, most likely the evil force from the legend."

"And they're headed where he is now," Rainbow Dash said with a worried sigh. "Do you think they'll be alright, darlings?"

Pinkie Pie stared as the pony and dragon flew into the distance, beyond sight. "I hope so, Rainbow Dash. I really hope so."


	10. Chapter 10

As it turned out, the Forgotten Ones were _not_ alright. When they learned they had all failed at their assigned tasks, each one was afraid of what their master would do.

By the time they finally worked up the nerve to enter Willy-Nilly Mountain's cave and inform their Master of what had happened, he was more aggravated than if they had went in immediately. And their account of what _had_ happened only angered him further.

"_The crystal pool showed me your successes. I hadn't expected you to _lose_,"_ the Master growled.

"We're sorry," Cheerilee said, moving in front of her sister, Scootaloo, protectively. "We almost won, we really did! But then—"

A disgruntled roar interrupted her.

"_I saw most of it. You captured most of them, but one pony of each race escaped. Together, they managed to defeat all of you and drive you back here. Is that correct?"_

Sweetie Belle stepped forward and shook her head. "Not exactly. We weren't defeated! We just…went away."

"Sweetie Belle, don't," Scootaloo shushed. "Now we're really in for it!"

Their Master seemed to pause. _"…Went away?"_

Scootaloo bravely stepped forward, not wanting her young partner to shoulder all of the blame. "That's right. Sweetie Belle and I left Unicornia because the unicorns were making a rainbow. We were scared because of what you told us about rainbows, so we retreated back to here."

"_And_ because we lost the jump rope game," Sweetie Belle added.

"S-Starsong and I left Butterfly Island because her mind control song didn't work," Toola Roola stammered.

Starsong nodded. "Toola was going to paint up a storm to blow them away, but that might have affected us, too. We couldn't think of what else to do, so we came back here."

"And Cheerilee and I left because it was her birthday and they gave us presents," Whimsey Weatherbe finished with a flourish, flying in a loop and showing off her sock hats proudly. "How do you like my new hats?"

The Master had been calm, if annoyed, before. But at that, he was furious. He moved towards them, his eyes flashing in the darkness. His shadow alone covered the ponies except for Whimsey, who, being a dragon, was slightly taller. But even she shrunk back in fear.

"_Sweetie Belle,"_ he began. The young unicorn squeaked in fear.

"Y-y-yes?"

"_If you fail me again I will take the box of items you treasure and send it away."_

Sweetie Belle's eyes started to water. "Oh no! Please, not my box of stuffy stuff!"

He was unmoved_. "Cheerilee."_

The red earth pony looked up. "Yes, Master?"

"_Should you disappoint me again, your storybooks will be taken from you."_

Cheerilee gasped. "But I used to read those to Scootaloo at night!"

"_Speaking of…Scootaloo."_

The orange pony put on a brave face, but she was clearly scared. "Yeah?"

"Your games and other enjoyable activities will be denied unless you follow my orders correctly."

"You can't! Playing hopscotch helps keep me happy!"

The Master moved on to Starsong, who was too scared to speak.

"_Starsong, should you fail, I will take your microphone and musical instruments."_

"But how can I make music without my favorite instruments.," Starsong said finally. Toola Roola moved to her side, but stopped short as the Master called her name next.

"_Toola Roola."_

"…H-here," she breathed.

"_If you do not do as I wish, I will take your night light away."_

"But I use that to paint in the dark! …And to help me sleep at night," she confessed.

"_All the more reason to not fail. Now, Whimsey Weatherbe."_

The dragon blinked. "What is it?"

"_You were crucial to their success—and to their failure. Your punishment will be given now."_

Whimsye gasped and flew towards the ceiling. "No! These are _my_ hats!"

"_And _they_ gave them to you. They should be gotten rid of at once,"_ he said, his voice like steel.

Whimsey bowed her head and handed over one of the socks. "…Can I keep just one? It really keeps my head warm!"

The Master sighed, but didn't take the other one. _"You're all growing too fond of them. Might I remind you that _I_ was the one who took you in after they had all _forgotten_ you? I was the one who gave you your powers and enabled you to take revenge on the ponies that deserve it."_

"We know," Sweetie Belle chirped. "You say that every time."

She paused, deep in thought.

"…Wait. How did _you_ know who we were and how to find us? No one else even knew our names! I know because I checked when it first happened!"

At that the Master was silent—uncomfortably so.

"Hello," Sweetie Belle asked.

"_This time,"_ the Master began, _"you will go together to ensure there will be no mistakes."_

"So who do we go after," Whimsey asked.

"You will go to Breezie Blossom and occupy it for me."

"Occupy? What's that mean," asked Starsong.

"_It means you take it over and wait for me there. I will join you shortly after."_

"Sounds boring," Scootaloo commented. "What happens once you show up?"

"_Then we take what's there and replace it. Any flowers that grow will be cold and dark, and the snow would make things even drearier."_

Scootaloo gulped. "I, uh… I'm not sure I wanna do _that_."

"_Have you forgotten what will happen if you don't?"_

"…Right. I'm sorry, Master."

"_Leave here when you are ready. You know what will happen if you fail,"_ he commanded.

At that moment, lightning flashed outside—a side effect of the mountain's strange weather. During the flash, they could see their Master's face—and what he was.

The Forgotten Ones' Master was a snake as big as the Ponyville ponies and four times as long. He wasn't entirely a flesh and blood snake—while he was solid enough to interact with objects, most of him was made of purple shadows that reminded them of storm clouds. On his tail rested Whimsey's sock hat. Trails of purple smoke and fog flew from him as he slithered away from them all, before he curled up in the deepest corner of the cave to sleep.

###

Days passed. In Ponyville, Butterfly Island, and Unicornia, everyone was on alert and communicating often, and there were frequent checks to the state of Breezie Blossom. So far, there had been no sign of any of the Forgotten Ones since their first appearance.

"Do you think they're coming," Minty asked. "I know we're supposed to be on alert and all, but…I'm getting worried!"

"It's natural to be worried," Spike said. "They _are_ living with a powerful enemy who likely doesn't have their best interests in mind!"

Minty blinked. "That didn't help, Spike."

"If they do attack again, we'll be ready. If not, maybe we can help them," said Cheerilee the unicorn, who was visiting with Rarity.

"Help them," Rarity asked. "How? By reminding them of how much they had?"

At that, Star Catcher spoke up. "Perhaps we could! A little kindness goes a long way, and I know Toola Roola and Starsong were happy when they were on the island."

"Yeah! And I bet Baby Honolu-Loo misses them," Thistle Whistle said with a soft whistle. "They need to know they can visit us _without_ all that scary fighting."

Pinkie Pie thought, then smiled. "I've got it! We'll make them a card."

"A card, darling? But what should be on it," asked Rainbow Dash. "We can't attach a rainbow. They're afraid of them!"

"Maybe we can _draw_ one," Cheerilee said with a smile. "There's nothing to be scared of if it's just a drawing!"

"Great idea, Cheerilee," Rarity said with delight. "Oh, and we can all sign the card! That way they'll know it's from all of us."

The ponies continued to chat and share ideas for the card—until they were interrupted by a cry from Sunny Daze. The white earth pony ran up to them, so excited she was doing headstands and backflips mid-run.

"Yo, 'Steria! Pinkie! Mints!"

"What is it," Wysteria, Pinkie Pie, and Minty said in unison.

"I was just at Breezie Blossom, and that mirror melted some of the snow! It isn't much, but I was just at the Petal Parlor, and Zipzee's awake! If you're making a card, she can _totally_ help too!"

The pony grinned. "Better hurry, though! She said she was tired."

Everyone cheered. Star Catcher and Thistle Whistle, in particular, seemed excited. "We can finally meet the Breezies if we're not too late. Let's go!"

The ponies raced towards the Pedal Parlor, nearly bumping into each other. Daffidazey greeted them with a wave and quickly opened the door for them. Slowly, the ponies went inside.

To their relief, Zipzee was still awake. She had crawled out of her sock hat, and looked confused. "Is it summer yet?"

Pinkie Pie shook her head.

"It's been summer, Zipzee. Look, these are our friends Rarity and Cheerilee, and these pegasus Ponies are Star Catcher and Thistle Whistle!"

Zipzee looked up and gasped. "Wow! Your wings are so big!"

"And you're so small," Thistle Whistle breathed. "Are you sure you can fly with such tiny wings?"

"Yep!" The little pony yawned. "But…I don't think I can right now. I'm awfully tired…"

"It's alright, Zipzee. It's a pleasure to meet you! Right now, my friends and I are working to make a card for…well, some ponies that could really use support. Would you be willing to help us," Star Catcher asked.

The Breezie smiled. "Sure thing…But what can…" She yawned. "…I do? The flowers are as sleepy as I am…"

Wysteria smiled. "That's okay! I have some tiny flowers saved from Breezie Blossom. We can write that they're from you!"

"I'd love that! I know Tiddlywink, Tra-La-La, and all the others would too."

She paused.

"Um…before I fall asleep again…can you get me some ink?"

"Anything you say," Sweetberry said. She soon returned with fresh blackberries and popped them with her hoof, placing the juice and the card in front of Zipzee. "You can use blackberry juice as ink! It'll be sweet! Er, sour."

Zipzee smiled and placed a juice-stained hoofprint on the card—and shivered a little before yawning. Her steps became wobbly.

"Now they'll know it's from me. Can you…tell them I said hi…? I can't…wait to meet them…Whoever they are…"

Zipzee fell asleep immediately after, Wysteria and Daffidazey helping to get her back in the sock with Tiddlywink and Tra-La-La.

"Do you think she'll be alright," Thistle Whistle asked, nervous.

"Of course! She has friends like us—and you, Thistle," Minty said with a smile.

"Wait a minute. How are we going to get the card to them once it's done? We certainly can't deliver it by rainbow mail," Cheerilee said.

The ponies thought.

"Someone will have to deliver it to them by hand," Star Catcher said.

" I agree. That pony should be fast and reliable," Thsitle Whistle exclaimed. "And brave!"

She realized too late that everyone was looking at her.

"Uh…I'm not exactly…"

Star Catcher smiled and pulled her into a gentle hug.

"It's okay, Thistle Whistle. We won't force you to go. But…you _are_ brave. I think it's time you proved that to yourself!"

"A-are you sure?"

"Positive. You helped Minty when she was lost in the storm around Christmas, and you helped Skywishes and Pinkie Pie when they first came to Butterfly Island. All you have to do now is deliver a card!"

Thistle Whistle blushed and stood a little straighter. "When you put it that way…I'll do it!"

She paused.

"But I don't know the way to Willy-Nilly Mountain."

"But this map does," said Spike, who reached out from behind him to pull out a worn piece of paper. "It should lead you straight to them, assuming you don't take any detours."

He handed the map to her and saluted. "Good luck!"

The green pegasus smiled and let out a whistle. "Thanks! I _might_ need it."

###

They couldn't stall anymore, though they tried. The Forgotten Ones glumly started out for Breezie Blossom, heads held low.

They were paces away from the cave, far out of earshot of the Master, when they ehard a whistle. "Yoo-hoo! Special delivery!"

Thistle Whistle flew down in front of them, panting. In her hooves, she held out a folded piece of paper.

"What is it," Toola Roola asked.

"That's a surprise! We were going to send it by rainbow, but we remembered you don't like them. So I got picked to be mail pony."

Thistle Whistle handed them the card and smiled. "Well, gotta fly! Now let's see if Spike's map to get home is right…"

The ponies watched her go, then turned to the card.

"Open it up, Cheerilee," said Starsong.

"Be careful, though. It might be a trick," Toola Roola warned.

Carefully, Cheerilee opened the card—and gasped.

"Wish you were here. From the Ponies!?"

Inside the card were drawings of every place the ponies had seen, as well as signatures from each of them. There were flowers from every one of the lands, as detailed by Wysteria, and one of Rainbow Dash's hair clips was just small enough to fit inside. There was a tiny hoofprint that must have been from Zipzee, and a drawing of a rainbow from the unicorns. 'This way it won't scare you,' said a note from Cheerilee the unicorn.

Baby Honolu-Loo had sent them a leaf from a palm tree, Star Catcher had sent them a tiny seashell, and there was a deflated balloon from Pinkie Pie pressed inside. Lastly, there was a note from Master Kenbroath Gilspotten Heathspike, who requested that Miss Whimsey Weatherbe be gracious enough to see him again.

"They…they want us to come back," Cheerilee said.

"But why," asked Starsong.

Scootaloo found herself smiling. "Because they like us."

"Y'know, I like them too! Maybe the Master was wrong about them," Whimsey Weatherbe said with a smile. "Oh, and maybe I _will_ see Spike again! Oh, he's so _short_! And I can get another little hat, and…"

"If they like us and we like them, why do we have to take over the Breezies' home," asked Sweetie Belle.

"You know what, Sweetie Belle? We _don't_," Toola Roola decided.

With that, she crept into the cave and took her painting of Breezie Blossom out—and, using her magic paintbrush and water from the crystal pool, Toola Roola erased the wintry painting stroke by stroke.

When she was done, everyone cheered. But Scootaloo and Whimsey looked frightened.

"Toola, what have you done? I worked hard to keep that painting safe for you, you know," the dragon pouted. "And now the Master will be even _more_ angry with us!"

"Whimsey's right," Scootaloo said sadly. "You heard what he said about taking away the things we love. We _have_ to go to Breezie Blossom, or else."

Then she brightened. "Wait, I've got it!"

"You do," the others chorused at once.

"We can go to Breezie Blossom to help it get back on its feet! And our Master—er, ex-Master—can't take our things if we take them with us! Everyone, get ready!"

Together, the ponies and dragon snuck into the cave they'd once called home and packed up their things. Starsong's instruments were divided between them all, while the rest carried whatever they could themselves.

"All done," they said at once.

As they prepared to leave, Whimsey felt for her hats—and stopped. She only had one.

"Oh no," she breathed.

On the Master's tail was her other sock.

She gulped.

It was risky, but… That was her present, and she had to get it back.

Whimsey slowly flew forward, holding her breath. The snake's sleep was peaceful, but it would only take a little noise—even a vibration—to wake him. She reached out a shaky hand, grabbed it to steady herself, and pulled off the sock.

She waited.

Nothing.

Whimsy was so relieved she flew a loop-de-loop—and hit her head on the ceiling.

The Master's eyes snapped open. They were glowing yellow.

"…Uh oh."

With a snarl, he lunged for her, barely missing. Wisps of purple smoke trailed after the dragon as she flew out of the cave. Turning, Whimsey inhaled and blew ice breath towards the entrance—but the Master countered with a wave of heat that soon melted it. He slithered up to them, noting what they had packed, and raised as if to strike—but spoke instead.

"_What is the meaning of this? You don't need your supplies to take over Breezie Blossom—and I see those are the things I threatened to take from you..."_

"We're not going to take it over. We're gonna help it," Sweetie Belle squeaked. "And we don't have to listen to you anymore!"

The Master lowered his head, letting out a low hiss.

"…_If you won't do as I command…then I'll take it myself."_

Pushing past them at an alarming speed, he was soon lost to the forest beyond the mountains.

"This is all my fault! We have and warn the ponies," Whimsey gasped. "I can fly, so I'll try to catch up to Thistle Whistle and tell her about it. The rest of you, head to Breezie Blossom!"

"Got it! Once upon a time there was a dragon why flew really, really fast," Cheerilee recited.

Instantly, Whimsey's wings beat faster. "Thanks! I'm off!"

She flew away, and Scootlaoo turned to her sister. "Hey, Cheerilee, do you think this story will have a happy ending?"

"I don't know, Scootaloo…But we have to see it to the end."

The Forgotten Ones turned and ran after Whimsey, thistle Whistle, and the snake that was once their Master.

They just hoped they weren't too late.


End file.
